10-Q 1 tss-20170930x10q.htm 10-Q tss_Current_Folio_10Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended September 30, 2017

 

 

OR

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from                     To                    

 

Commission file number: 1-10254

 

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Total System Services, Inc.

www.tsys.com

(Exact name of registrant as specified in its charter)

 

Georgia

58-1493818

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

One TSYS Way, Post Office Box 1755, Columbus, Georgia 31902

(Address of principal executive offices) (Zip Code)

 

(706) 644-6081

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☑ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

Large accelerated filer

Accelerated filer

Non-accelerated filer ☐ (Do not check if a smaller reporting company)

 

Smaller reporting company

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

CLASS

OUTSTANDING AS OF: October 31, 2017

Common Stock, $0.10 par value

183,846,212 shares

 

 

 

 


 

Picture 1

 

TOTAL SYSTEM SERVICES, INC.

Table of Contents

 

 

Page
Number

PART I. FINANCIAL INFORMATION 

 

Item 1. Financial Statements 

 

Consolidated Balance Sheets (unaudited) — September 30, 2017 and December 31, 2016 

3

Consolidated Statements of Income (unaudited) — Three and nine months ended September 30, 2017 and 2016 

4

Consolidated Statements of Comprehensive Income (unaudited) — Three and nine months ended September 30, 2017 and 2016 

5

Consolidated Statements of Cash Flows (unaudited) — Nine months ended September 30, 2017 and 2016 

6

Notes to Unaudited Consolidated Financial Statements 

7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

24

Item 3. Quantitative and Qualitative Disclosures About Market Risk 

42

Item 4. Controls and Procedures 

43

PART II. OTHER INFORMATION 

 

Item 1. Legal Proceedings 

43

Item 1A. Risk Factors 

43

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 

44

Item 6. Exhibits 

44

SIGNATURES 

45

 

 

 


 

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

TOTAL SYSTEM SERVICES, INC.

Consolidated Balance Sheets

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except per share data)

    

September 30, 2017

    

December 31, 2016

    

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents (Note 3)

 

$

413,622

 

425,354

 

Accounts receivable, net of allowances for doubtful accounts and billing adjustments of $4.0 million and $4.8 million as of 2017 and 2016, respectively

 

 

409,167

 

432,847

 

Prepaid expenses and other current assets (Note 3)

 

 

176,049

 

164,488

 

Total current assets

 

 

998,838

 

1,022,689

 

Goodwill (Note 2)

 

 

3,272,792

 

3,270,952

 

Other intangible assets, net of accumulated amortization of $557.0 million and $420.6 million as of 2017 and 2016, respectively

 

 

770,954

 

906,676

 

Intangible assets - computer software, net of accumulated amortization of $831.7 million and  $757.4 million as of 2017 and 2016, respectively

 

 

395,144

 

423,188

 

Property and equipment, net of accumulated depreciation and amortization of $521.7 million and  $480.7 million as of 2017 and 2016, respectively (Note 7)

 

 

282,490

 

282,345

 

Contract acquisition costs, net of accumulated amortization of $337.9 million and $309.7 million as of 2017 and 2016, respectively (Note 3)

 

 

223,647

 

235,700

 

Equity investments, net

 

 

150,775

 

133,556

 

Deferred income tax assets

 

 

7,485

 

7,055

 

Other assets

 

 

116,765

 

84,016

 

Total assets

 

$

6,218,890

 

6,366,177

 

Liabilities

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of long-term borrowings (Note 4)

 

$

562,550

 

48,040

 

Accounts payable

 

 

53,460

 

38,712

 

Accrued salaries and employee benefits

 

 

58,261

 

67,655

 

Current portion of obligations under capital leases and license agreements

 

 

3,110

 

2,687

 

Other current liabilities (Note 3)

 

 

294,299

 

263,259

 

Total current liabilities

 

 

971,680

 

420,353

 

Long-term borrowings, excluding current portion (Note 4)

 

 

2,391,110

 

3,312,215

 

Deferred income tax liabilities

 

 

374,778

 

419,552

 

Obligations under capital leases and license agreements, excluding current portion

 

 

3,173

 

1,061

 

Other long-term liabilities

 

 

107,987

 

88,983

 

Total liabilities

 

 

3,848,728

 

4,242,164

 

Redeemable noncontrolling interest in consolidated subsidiary

 

 

13,402

 

24,093

 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

Common stock- $0.10 par value. Authorized 600,000 shares; 202,765 issued as of 2017 and 2016; 184,088 and 183,451 outstanding as of 2017 and 2016, respectively

 

 

20,277

 

20,276

 

Additional paid-in capital

 

 

249,370

 

279,627

 

Accumulated other comprehensive loss, net (Note 3)

 

 

(39,258)

 

(56,158)

 

Treasury stock, at cost (18,677 and 19,314 shares as of 2017 and 2016, respectively)

 

 

(659,072)

 

(646,047)

 

Retained earnings

 

 

2,785,443

 

2,502,222

 

Total shareholders’ equity

 

 

2,356,760

 

2,099,920

 

Total liabilities and shareholders' equity

 

$

6,218,890

 

6,366,177

 

 

See accompanying Notes to Unaudited Consolidated Financial Statements

3


 

TOTAL SYSTEM SERVICES, INC.

Consolidated Statements of Income

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three months ended September 30, 

 

Nine months ended September 30, 

 

(in thousands, except per share data)

    

2017

    

2016

    

2017

    

2016

 

Total revenues (Note 7)

 

$

1,247,576

 

1,146,888

 

 

3,654,676

 

 

3,037,853

 

Cost of services

 

 

898,471

 

840,300

 

 

2,638,214

 

 

2,166,731

 

Selling, general and administrative expenses

 

 

149,413

 

151,261

 

 

456,339

 

 

428,287

 

Total operating expenses

 

 

1,047,884

 

991,561

 

 

3,094,553

 

 

2,595,018

 

Operating income

 

 

199,692

 

155,327

 

 

560,123

 

 

442,835

 

Nonoperating expenses, net

 

 

(28,835)

 

(30,368)

 

 

(88,780)

 

 

(82,225)

 

Income before income taxes and equity in income of equity investments

 

 

170,857

 

124,959

 

 

471,343

 

 

360,610

 

Income taxes (Note 6)

 

 

54,628

 

44,247

 

 

153,917

 

 

127,966

 

Income before equity in income of equity investments

 

 

116,229

 

80,712

 

 

317,426

 

 

232,644

 

Equity in income of equity investments, net of tax

 

 

8,497

 

6,729

 

 

30,919

 

 

18,953

 

Net income

 

 

124,726

 

87,441

 

 

348,345

 

 

251,597

 

Net income attributable to noncontrolling interests

 

 

(1,631)

 

(2,089)

 

 

(4,368)

 

 

(5,909)

 

Net income attributable to Total System Services, Inc. (TSYS) common shareholders

 

$

123,095

 

85,352

 

 

343,977

 

 

245,688

 

Basic earnings per share (EPS) attributable to TSYS common shareholders (Note 10)

 

$

0.67

 

0.46

 

 

1.87

 

 

1.34

 

Diluted EPS attributable to TSYS common shareholders (Note 10)

 

$

0.66

 

0.46

 

 

1.85

 

 

1.33

 

 

See accompanying Notes to Unaudited Consolidated Financial Statements

4


 

TOTAL SYSTEM SERVICES, INC.

Consolidated Statements of Comprehensive Income

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

 

 

(in thousands)

    

2017

    

2016

   

2017

    

2016

 

 

Net income

 

$

124,726

 

87,441

 

 

348,345

 

251,597

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

7,946

 

(2,668)

 

 

20,511

 

(16,595)

 

 

Postretirement healthcare plan adjustments

 

 

(693)

 

1,154

 

 

(445)

 

373

 

 

Unrealized gain (loss) on available-for-sale securities

 

 

(1,373)

 

1,165

 

 

(3,166)

 

1,808

 

 

Other comprehensive income (loss)

 

 

5,880

 

(349)

 

 

16,900

 

(14,414)

 

 

Comprehensive income

 

 

130,606

 

87,092

 

 

365,245

 

237,183

 

 

Comprehensive income attributable to noncontrolling interests

 

 

(1,631)

 

(2,089)

 

 

(4,368)

 

(5,577)

 

 

Comprehensive income attributable to TSYS common shareholders

 

$

128,975

 

85,003

 

 

360,877

 

231,606

 

 

 

See accompanying Notes to Unaudited Consolidated Financial Statements

5


 

TOTAL SYSTEM SERVICES, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

 

September 30, 

 

 

(in thousands)

    

2017

    

2016

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

348,345

 

251,597

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

303,821

 

271,468

 

 

Provisions for cardholder losses

 

 

39,036

 

37,289

 

 

Share-based compensation

 

 

28,462

 

33,792

 

 

Provisions for bad debt expenses and billing adjustments

 

 

7,835

 

4,817

 

 

Charges for transaction processing provisions

 

 

5,719

 

3,355

 

 

Amortization of debt issuance costs

 

 

3,247

 

12,499

 

 

Dividends received from equity investments

 

 

20,589

 

15,246

 

 

Loss (gain) on foreign currency

 

 

1,250

 

(1,664)

 

 

Amortization of bond discount

 

 

677

 

529

 

 

Loss on disposal of equipment, net

 

 

1,247

 

314

 

 

Excess tax benefit from share-based payment arrangements

 

 

 -

 

(8,951)

 

 

Deferred income tax (benefit) expense

 

 

(46,435)

 

4,110

 

 

Equity in income of equity investments, net of tax

 

 

(30,919)

 

(18,953)

 

 

Changes in operating assets and liabilities, net of effects of acquisitions:

 

 

 

 

 

 

 

Accrued salaries and employee benefits

 

 

(10,315)

 

(9,712)

 

 

Accounts receivable

 

 

(24,582)

 

(48,463)

 

 

Prepaid expenses, other current assets and other long-term assets

 

 

12,118

 

(18,429)

 

 

Accounts payable

 

 

14,418

 

(15,079)

 

 

Other current liabilities and other long-term liabilities

 

 

(22,488)

 

37,315

 

 

Net cash provided by operating activities

 

 

652,025

 

551,080

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(42,572)

 

(32,134)

 

 

Additions to contract acquisition costs

 

 

(21,662)

 

(38,384)

 

 

Additions to internally developed computer software

 

 

(22,011)

 

(25,705)

 

 

Additions to licensed computer software from vendors

 

 

(23,114)

 

(11,112)

 

 

Cash used in acquisitions, net of cash acquired

 

 

 -

 

(2,345,493)

 

 

Other investing activities

 

 

(1,436)

 

(4,430)

 

 

Net cash used in investing activities

 

 

(110,795)

 

(2,457,258)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Principal payments on long-term borrowings, capital lease obligations and license agreements

 

 

(415,788)

 

(618,598)

 

 

Purchase of noncontrolling interest

 

 

(70,000)

 

(5,878)

 

 

Dividends paid on common stock

 

 

(55,151)

 

(55,000)

 

 

Subsidiary dividends paid to noncontrolling shareholders

 

 

(5,216)

 

(4,163)

 

 

Repurchase of common stock under plans and tax withholding

 

 

(27,895)

 

(5,396)

 

 

Debt issuance costs

 

 

 -

 

(26,563)

 

 

Excess tax benefit from share-based payment arrangements

 

 

 -

 

8,951

 

 

Proceeds from borrowings of long-term debt

 

 

 -

 

2,666,295

 

 

Proceeds from exercise of stock options

 

 

15,499

 

9,980

 

 

Net cash (used in) provided by financing activities

 

 

(558,551)

 

1,969,628

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

5,589

 

(5,895)

 

 

Net (decrease) increase in cash and cash equivalents

 

 

(11,732)

 

57,555

 

 

Cash and cash equivalents at beginning of period

 

 

425,354

 

389,328

 

 

Cash and cash equivalents at end of period

 

$

413,622

 

446,883

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

Interest paid

 

$

93,151

 

74,765

 

 

Income taxes paid, net

 

$

194,435

 

58,855

 

 

 

See accompanying Notes to Unaudited Consolidated Financial Statements

6


 

 

TOTAL SYSTEM SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements

 

Note 1  —Summary of Significant Accounting Policies

 

Business

 

Total System Services, Inc.’s (TSYS’ or the Company’s) revenues are derived from providing payment processing, merchant services and related payment services to financial and nonfinancial institutions, generally under long-term processing contracts. The Company also derives revenues by providing general-purpose reloadable (GPR) prepaid cards, payroll cards, demand deposit accounts and other financial service solutions to the underbanked and other consumers and businesses. The Company’s services are provided through three operating segments: Issuer Solutions, Merchant Solutions and Netspend.

 

Through the Company's Issuer Solutions segment, TSYS processes information through its cardholder systems for financial and nonfinancial institutions throughout the United States and internationally. The Company's Merchant Solutions segment provides merchant services to merchant acquirers and merchants mainly in the United States. The Company’s Netspend segment provides financial service solutions to consumers and businesses in the United States.

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements of TSYS include the accounts of TSYS and its wholly- and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and, therefore, do not include all information and footnotes required by U.S. GAAP for complete financial statements. The preparation of the consolidated financial statements requires management of the Company to make estimates and assumptions relating to the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. These estimates and assumptions are developed based upon all information available. Actual results could differ from estimated amounts. All adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair presentation of financial position and results of operations for the periods covered by this report, have been included.

 

Certain prior period amounts have been reclassified to conform to the current period’s presentation, which includes the following changes:

 

The Company had investments in private equity funds as of December 31, 2016 with a value of $24.5 million. During the nine months ended September 30, 2017 and in prior periods, this investment was reclassified from other assets to equity investments on the balance sheets. The income statement impact was to reclassify an immaterial amount of gains and losses from nonoperating expenses to equity in income of equity investments.

 

The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s summary of significant accounting policies, consolidated financial statements and related notes appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission (SEC). Results of interim periods are not necessarily indicative of results to be expected for the year.

 

7


 

Recently Adopted Accounting Pronouncements

 

The Company adopted the following Accounting Standards Updates (ASUs) on January 1, 2017:

 

ASU 2016-09 “Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The adoption of this standard results in the excess tax benefits and deficiencies associated with share-based payments being recorded on the income statement at the time they are deducted on the income tax return instead of being recorded in additional paid-in capital. The excess tax benefits are recorded along with other income tax cash flows as an operating activity in the statement of cash flows. The Company recorded excess tax benefits of $11.1 million in its provision for income taxes rather than as an increase to additional paid-in capital for the nine months ended September 30, 2017 on a prospective basis. Therefore, the prior period presented has not been adjusted. The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of diluted earnings per share using the treasury stock method, which did not have a material impact on its diluted earnings per share for the three and nine months ended September 30, 2017. The Company elected to apply the presentation requirement for cash flows related to excess tax benefits prospectively, and thus, the prior period presented has not been adjusted. This adoption resulted in an increase in net cash provided by operating activities and a decrease in net cash from financing activities of $11.1 million for the nine months ended September 30, 2017.

 

ASU 2016-19 “Technical Corrections,” which required changes to clarify, correct errors or make minor improvements to the ASC. Most of the amendments in this Update do not require transition guidance and were effective upon issuance of this Update. Six amendments in this Update clarify guidance or correct references in the ASC that could potentially result in changes in current practice because of either misapplication or misunderstanding of current guidance. Early adoption is permitted for the amendments that require transition guidance. The Company was impacted by the amendment to Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software, which adds a reference to guidance to use when accounting for internal-use software licensed from third parties that is within the scope of Subtopic 350-40. The transition guidance for that amendment is the same as the transition guidance in ASU 2015-05, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” to which the amendment relates and was adopted on a prospective basis. The adoption of this ASU resulted in the Company's recording of acquired software of $10.7 million as an intangible asset at present value rather than treating the software as a lease arrangement. During the three and nine months ended September 30, 2017, $1.5 million and $2.7 million of expense, respectively, was classified as amortization expense instead of rental expense.

 

ASU 2017-04 “Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment,” which modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. An entity should apply the amendments in this Update on a prospective basis. The ASU is effective for the Company on January 1, 2020. Early adoption is permitted by all entities for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. The Company early adopted this ASU in May 2017 in conjunction with its annual goodwill impairment testing. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operations or cash flows.

 

8


 

New Accounting Pronouncements

 

In September 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-13 “Revenue Recognition (Topic 605), Revenues from Customers (Topic 606), Leases (Topic 840) and Leases (Topic 842)”, which made amendments to SEC paragraphs pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and recession of prior SEC Staff Announcements and Observer comments. This guidance, which is effective immediately, generally relates to the adoption of ASC 606 and 842. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial position, results of operations or cash flows.

 

In July 2017, the FASB issued ASU 2017-11 “Earnings per share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815)”. Under this ASU, a financial instrument with a down-round feature would no longer be classified as a liability solely because that feature exists. Rather than creating a new measurement model as proposed, the ASU relies on existing guidance for subsequent measurement, depending on whether the instrument is classified as equity or a liability. The changes will provide the greatest relief in accounting for freestanding warrants with a down-round feature; the earnings effect will be eliminated and an earnings per share (EPS) adjustment would be made instead. A small number of instruments with down-round features will continue to be classified as a liability; bifurcation would no longer be required, and accounting would be governed by existing, complicated guidance on beneficial conversion features (BCF). The second part of this ASU relates to mandatory redeemable interests. The changes eliminate an indefinite deferral and replace it with a permanent scope exception, simplifying navigation of the guidance. There are no accounting effects as a result of this change. The ASU is effective for the Company on January 1, 2019. Early adoption is permitted, including adoption in any interim period and applied retrospectively.  The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial position, results of operation or cash flows.

 

In May 2017, the FASB issued ASU 2017-09 “Compensation – Stock Compensation (Topic 718), Scope of Modification Accounting,” to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all the following are met: 

1.

The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification.

2.

The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified.

3.

The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.

 

The ASU is effective for the Company on January 1, 2018. Early adoption is permitted, including adoption in any interim period, for (a) public business entities for reporting periods for which financial statements have not yet been issued and (b) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial position, results of operations or cash flows.

 

In February 2017, the FASB issued ASU 2017-05 “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets,” which defines the term in substance nonfinancial assets as financial assets promised to a counterparty in a contract if substantially all of the fair value of the assets promised to the counterparty is concentrated in nonfinancial assets. If substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets, then all of the financial assets promised to the counterparty are in substance nonfinancial assets within the scope of Subtopic 610-20. The amendments in this Update exclude all business and nonprofit activities from the scope of Subtopic 610-20. The amendments in the Update may be applied either retrospectively to each period presented in the financial statements or retrospectively with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The ASU  is effective for the Company on January 1, 2020. Early adoption is

9


 

permitted. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial position, results of operations or cash flows.

 

In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805), Clarifying the Definition of a Business,” which provides a more robust framework to use in determining when a set of assets and activities is a business. The framework assists entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set has outputs. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. The ASU is effective for the Company on January 1, 2018. Early application of the amendments in this Update is allowed under certain circumstances. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial position, results of operations or cash flows.

 

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842),” which introduces a lessee model that brings most leases on the balance sheet and aligns many of the underlying principles of the new lessor model with those in the FASB’s new revenue recognition standard. The ASU also addresses other concerns related to the current leases model. The new guidance will be effective for fiscal years and interim periods within those years beginning after December 15, 2018. Early adoption will be permitted for all entities. The adoption of the new standard will result in the recording of all leases on the balance sheet. The Company plans to adopt ASU 2016-02 on January 1, 2019. The Company has not determined the remaining effect on its ongoing financial reporting for adoption of this ASU.

 

Recent Revenue Recognition Accounting Pronouncements

 

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective.

 

The FASB has issued several additional ASUs since this time that add additional clarification to certain issues existing after the original ASU was released. All of the new standards are effective for the Company on January 1, 2018, with early adoption permitted no sooner than January 1, 2017. The standards permit the use of either the full retrospective or modified retrospective transition method. The Company is in the process of determining the effect on its ongoing financial reporting for adoption of these ASUs.

 

The Company is reviewing the requirements of the new revenue standard, and amendments described below, while following activities of the FASB and the American Institute of Certified Public Accountants (AICPA) for certain interpretive guidance applicable to Information Technology (IT) outsourcers and payment processors. The Company is evaluating customer contracts under the new standard for each type of significant revenue stream (and related costs) to evaluate differences from current accounting. TSYS plans to adopt ASU 2014-09, as well as all other clarifications and technical guidance issued by the FASB and AICPA related to this new revenue standard, on January 1, 2018 using the modified retrospective transition method. Such adoption method will result in an adjustment to the opening balance of retained earnings (or other appropriate components of net assets in the statement of financial position) for the cumulative effect of applying the standard to contracts that are not completed on January 1, 2018. Under the modified retrospective transition method, the Company is required to disclose the impact of changes to financial statement line items due to the application of the new revenue standard, including an explanation of the reasons for any significant changes.

 

The new standard is likely to change the amount and timing of revenue and costs for certain revenue streams; accelerate revenue for certain license arrangements; extend the amortization of certain costs such as commissions, incentive payments, and conversion costs; increase areas of judgment and related internal controls requirements, such as whether the Company might avail itself of opportunities to continue recognizing processing revenue as invoiced; change the gross versus net presentation of revenue for certain contract arrangements; and require changes to the Company’s software systems to assist in both internally capturing accounting differences and externally reporting such differences through enhanced disclosure requirements. In this respect, the Company has completed its review of representative contracts and

10


 

identification of policy and differences resulting from the adoption of the new revenue standard. The Company continues to implement a new revenue tool solution to facilitate compliance with the standard and expects to have this completed by mid-fourth quarter 2017. Finally, the Company has begun its review of additional remaining contracts, both to help quantify the cumulative impact of the standards at year end, as well as, to evaluate internal controls over financial reporting surrounding the adoption of the standard and periodic reporting and disclosures. The Company is still assessing the materiality of the standard’s adoption, including its impact on disclosures.

 

In March 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which improves the operability and understandability of the implementation guidance on principal versus agent considerations by providing indicators as to which party controls the good or service provided to a customer (the principal). The company is still assessing the potential impact of this ASU on the gross versus net presentation of certain revenue arrangements.

 

In April 2016, the FASB issued ASU 2016-10 “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which clarifies two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas.

 

In May 2016, the FASB issued ASU 2016-12 “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” which affects only the following narrow aspects of Topic 606: Assessing the Collectability Criterion; Presentation of Sales and Other Taxes Collected from Customers; Noncash Consideration; Contract Modification at Transition; Completed Contracts at Transition; and Technical Correction.

 

In December 2016, the FASB issued ASU 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” which affects only the following narrow aspects of Topic 606: Disclosure of Remaining Performance Obligations as it relates to entities such as processors which may not be required to estimate revenue under ASU 2014-09 due to direct allocation of variable consideration; Disclosure of Prior - Period Performance Obligations; Loan Guarantee Fees; Contract Costs – Impairment Testing; Contract Costs - Interaction of Impairment Testing with Guidance in Other Topics; Provisions for Losses on Construction-Type and Production Type Contracts; Contracts within the scope of Topic 944 (Insurance) are excluded from the scope of Topic 606; Contract Modifications; Contract Asset versus Receivable; Refund Liability; Advertising Costs; Fixed - Odds Wagering Contracts in the Casino Industry.

 

 

Note 2 — Fair Value Measurement    

 

Refer to Note 3 of the Company’s audited financial statements for the year ended December 31, 2016, which is included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC, for a discussion regarding fair value measurement.

 

Level 1 – Quoted prices for identical assets and liabilities in active markets.

 

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

 

Level 3 – Unobservable inputs for the asset or liability.

 

The Company had no transfers between Level 1, Level 2 or Level 3 assets during the nine months ended September 30, 2017 and 2016.

 

As of September 30, 2017, the Company had recorded goodwill in the amount of $3.3 billion. The Company performed its annual impairment testing of its goodwill balance as of May 31, 2017, and this test did not indicate any impairment. The fair value of the reporting units substantially exceeds their carrying value.

 

11


 

Note 3 — Supplementary Balance Sheet Information

 

Cash and Cash Equivalents

 

The Company maintains accounts outside the United States denominated in currencies other than the U.S. dollar. All amounts in domestic accounts are denominated in U.S. dollars.

 

Cash and cash equivalent balances are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

September 30, 2017

 

December 31, 2016

Cash and cash equivalents in domestic accounts

 

$

353,440

 

375,122

 

Cash and cash equivalents in foreign accounts

 

 

60,182

 

50,232

 

Total

 

$

413,622

 

425,354

 

 

 

 

 

 

 

 

 

Prepaid Expenses and Other Current Assets

 

Significant components of prepaid expenses and other current assets are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

September 30, 2017

 

December 31, 2016

Prepaid expenses

 

$

69,708

 

84,173

 

R&D state tax credit

 

 

22,642

 

 -

 

Supplies inventory

 

 

13,174

 

17,105

 

Income taxes receivable

 

 

1,595

 

 -

 

Other

 

 

68,930

 

63,210

 

Total

 

$

176,049

 

164,488

 

 

 

 

 

 

 

 

 

Contract Acquisition Costs, Net

 

Significant components of contract acquisition costs, net of accumulated amortization, are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

September 30, 2017

 

December 31, 2016

 

Conversion costs, net of accumulated amortization of $173.7 million and $164.4 million as of 2017 and 2016, respectively

 

$

140,614

 

144,173

 

Payments for processing rights, net of accumulated amortization of $164.2 million and $145.3 million as of 2017 and 2016, respectively

 

 

83,033

 

91,527

 

Total

 

$

223,647

 

235,700

 

 

 

 

 

 

 

 

 

Amortization expense related to contract acquisition costs is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30, 

 

September 30, 

 

(in thousands)

    

2017

    

2016

    

2017

    

2016

 

Amortization expense related to:

 

 

 

 

 

 

 

 

 

 

 

Conversion costs

 

$

7,266

 

6,872

 

 

22,596

 

21,311

 

Payments for processing rights

 

 

5,076

 

4,927

 

 

15,405

 

14,871

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12


 

Other Current Liabilities

 

Significant components of other current liabilities are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

September 30, 2017

 

December 31, 2016

 

Deferred revenues

 

$

55,052

 

40,473

 

Accrued expenses

 

 

33,553

 

32,861

 

Accrued third-party commissions

 

 

30,090

 

28,310

 

Dividends payable

 

 

25,118

 

19,513

 

Litigation settlements

 

 

14,333

 

20,795

 

Accrued interest

 

 

11,286

 

19,029

 

Income taxes payable

 

 

2,798

 

1,673

 

Other

 

 

122,069

 

100,605

 

Total

 

$

294,299

 

263,259

 

 

 

 

 

 

 

 

 

Accumulated Other Comprehensive Loss (AOCL)

 

The income tax effects allocated to and the cumulative balance of accumulated other comprehensive income (loss) attributable to TSYS shareholders are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

 

 

(b)

 

(c)

 

(d)

 

(a+d)

 

(in thousands)

    

Beginning
Balance December 31, 2016

 

Pretax Amount

    

Tax Effect

 

Net-of-Tax
Amount
(b-c)

    

Ending Balance September 30, 2017

 

Foreign currency translation adjustments and transfers from noncontrolling interests

 

$

(65,482)

 

$

23,250

 

2,739

 

$

20,511

 

$

(44,971)

 

Unrealized gain (loss) on available-for-sale securities

 

 

9,862

 

 

(4,900)

 

(1,734)

 

 

(3,166)

 

 

6,696

 

Change in AOCI related to postretirement healthcare plans

 

 

(538)

 

 

(695)

 

(250)

 

 

(445)

 

 

(983)

 

Total

 

$

(56,158)

 

$

17,655

 

755

 

$

16,900

 

$

(39,258)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

There were no reclassifications of AOCI to net income or to other accounts for the nine months ended September 30, 2017.

 

Note 4 — Long-Term Borrowings, Capital Lease Obligations and License Agreements

 

Refer to Note 12 of the Company’s audited financial statements for the year ended December 31, 2016, which is included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC, for a discussion regarding long-term borrowings and capital lease obligations and license agreements.

 

During the nine months ended September 30, 2017, the Company repaid $415.8 million on outstanding debt, capital lease obligations and license agreements. In addition, $550.0 million of Senior Notes due June 1, 2018 became short term in June 2017.

 

Note 5 — Share-Based Compensation

 

Refer to Notes 1 and 18 of the Company’s audited financial statements for the year ended December 31, 2016, which are included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC, for a discussion regarding the Company’s share-based compensation plans and policy.

 

13


 

Share-Based Compensation

 

Share-based compensation costs are classified as selling, general and administrative expenses on the Company’s statements of income and corporate administration and other expenses for segment reporting purposes. TSYS’ share-based compensation costs are expensed, rather than capitalized, as these awards are typically granted to individuals not involved in capitalizable activities.

 

Below is a summary of share-based compensation expense for the three and nine months ended September 30, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

 

 

(in thousands)

    

2017

    

2016

    

Percent Change

    

 

2017

    

2016

    

Percent Change

 

    

Share-based compensation

 

$

8,407

 

13,069

 

(35.7)

%  

 

$

28,462

 

33,792

 

(15.8)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonvested Share Awards - Time-Based

 

The Company granted shares of TSYS common stock to certain key employees. The nonvested stock bonus awards are typically for services to be provided in the future and vest over a period of up to four years. The market value of the TSYS common stock as of the date of issuance is charged as compensation expense over the vesting periods of the awards. As of September 30, 2017, there was approximately $19.7 million of unrecognized compensation cost related to time-based nonvested share awards.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 

 

 

    

2017

    

2016

 

Number of shares granted

 

 

323,497

 

331,733

 

Market value (in millions)

 

$

17.7

 

15.3

 

 

 

 

 

 

 

 

 

Performance- and Market-Based Awards

 

The Company granted performance- and market-based shares to certain key employees. The performance- and market-based goals are established by the Compensation Committee of the Board of Directors and will vest up to a maximum of 200%. During the first nine months of 2017 and 2016, the Compensation Committee established performance goals based on adjusted diluted EPS, adjusted EPS, revenue growth, corporate accountability operating income (CAOI) growth, net revenue and revenues before reimbursable items. The Company’s market-based awards are based upon the Company’s Total Shareholder Return (TSR) as compared to the TSR of the companies in the S&P 500 over the performance period.

 

Compensation expense for performance shares is measured on the grant date based on the quoted market price of TSYS common stock. The Company estimates the probability of achieving the goals through the performance period and expenses the awards on a straight-line basis. The fair value of market-based awards is estimated on the grant date using a Monte Carlo simulation model. The Company expenses market-based awards on a straight-line basis. Compensation costs related to performance- and market-based shares are recognized through the longer of the performance period or the vesting period. As of September 30, 2017, there was approximately $19.8 million of unrecognized compensation cost related to TSYS performance-based awards that is expected to be recognized through December 2019. As of September 30, 2017, there was approximately $2.7 million of unrecognized compensation cost related to TSYS market-based awards that is expected to be recognized through December 2019.

 

14


 

The following table summarizes the performance-based awards granted during the first nine months of 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

Year
Awarded

    

Performance
Period Ending

    

Performance
Measure

    

Number of
Shares
Granted

    

Period Expensed
Through

2017

 

December 2019

 

Adjusted Diluted EPS1

 

103,297

 

December 2019

2017

 

December 2017

 

Net Revenue and Adjusted Diluted EPS1

 

146,094

 

December 2019

2016

 

December 2016

 

Revenues before Reimbursable Items4 and Adjusted EPS3

 

15,605

 

December 2016

2016

 

December 2017

 

Adjusted EPS3

 

14,940

 

December 2017

2016

 

December 2018

 

Merchant Segment Net Revenue, Corporate Accountability Operating Income and attainment of synergies from TransFirst acquisition

 

29,332

 

December 2018

2016

 

December 2018

 

Revenue Growth and CAOI Growth2

 

67,517

 

December 2018

2016

 

December 2018

 

Merchant Segment Net Revenue and Corporate Accountability Operating Income

 

78,220

 

December 2018

2016

 

December 2018

 

Adjusted EPS3

 

122,284

 

December 2018

2016

 

December 2016

 

Revenues before Reimbursable Items4 and Adjusted EPS3

 

144,995

 

December 2018

 

 

 

 

 

 

 

 

 

1

Adjusted Diluted EPS is adjusted earnings divided by weighted average diluted shares outstanding used for diluted EPS calculations. Adjusted earnings is net income excluding the after-tax impact of share-based compensation expenses, amortization of acquisition intangibles, merger and acquisition expenses for completed acquisitions and litigation claims, judgments or settlement expenses and related legal expenses.

2

CAOI is adjusted segment operating income and includes corporate administrative expenses. Adjusted segment operating income is defined in Note 7.

3

Adjusted EPS is adjusted earnings divided by weighted average shares outstanding used for basic EPS.

4

Revenues before Reimbursable Items is total revenue less reimbursable items which consist of out-of-pocket expenses which are reimbursed by the Company’s clients. These expenses consist primarily of postage, access fees and third-party software.

 

 

The following table summarizes the market-based awards granted during the first nine months of 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

Year
Awarded

    

Performance
Period Ending

    

Performance
Measure

    

Number of
Shares
Granted

    

Period Expensed
Through

2017

 

December 2019

 

TSR

 

44,275

 

December 2019

2016

 

December 2017

 

TSR

 

6,403

 

December 2017

2016

 

December 2018

 

TSR

 

52,404

 

December 2018

 

15


 

Stock Option Awards

 

The Company granted stock options to certain key executives. The grants will vest over a period of up to three years.

 

The weighted average fair value of the option grants was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 

 

 

 

    

2017

 

    

2016

 

 

Number of options granted

 

 

548,265

 

 

687,685

 

 

Weighted average exercise price

 

$

54.90

 

 

47.01

 

 

Risk-free interest rate

 

 

1.78

%  

 

1.24

%

 

Expected volatility

 

 

21.71

%  

 

21.53

%

 

Expected term (years)

 

 

4.60

 

 

4.50

 

 

Dividend yield

 

 

0.73

%  

 

0.86

%

 

Weighted average fair value

 

$

10.83

 

 

8.50

 

 

 

 

 

 

 

 

 

 

 

 

As of September 30, 2017, there was approximately $4.8 million of unrecognized compensation cost related to TSYS stock options that is expected to be recognized over a remaining weighted average period of 1.7 years.

 

Note 6 — Income Taxes

 

Refer to Notes 1 and 14 of the Company’s audited financial statements for the year ended December 31, 2016, which are included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC, for a discussion regarding income taxes.

 

TSYS is the parent of an affiliated group that files a consolidated U.S. federal income tax return and most state and foreign income tax returns on a separate entity basis. In the normal course of business, the Company is subject to examinations by these taxing authorities unless statutory examination periods lapse. TSYS is no longer subject to U.S. federal income tax examinations for years before 2011 and with few exceptions, the Company is no longer subject to income tax examinations from state and local or foreign tax authorities for years before 2010. There are currently federal income tax examinations in progress for the years 2011 through 2013. Additionally, a number of tax examinations are in progress by the relevant state tax authorities. Although TSYS is unable to determine the ultimate outcome of these examinations, TSYS believes that its liability for uncertain tax positions relating to these jurisdictions for such years is adequate.

 

TSYS’ effective tax rate was 32.0% and 35.4% for the three months ended September 30, 2017 and 2016, respectively. TSYS’ effective tax rate was 32.7% and 35.5% for the nine months ended September 30, 2017 and 2016, respectively. The primary differences in the 2017 effective income tax rates compared to the 2016 effective income tax rates reflect changes from the favorable discrete items related to the adoption of new accounting guidance regarding the treatment of excess tax benefits from share-based compensation.

 

GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken in a tax return. The amount of unrecognized tax benefits were $17.4 million and $16.5 million as of September 30, 2017 and December 31, 2016, respectively, which resulted in an increase of $0.9 million during the period.

 

TSYS recognizes potential interest and penalties related to the underpayment of income taxes as income tax expense in the consolidated statements of income. Gross accrued interest and penalties on unrecognized tax benefits totaled $1.6 million and $1.8 million as of September 30, 2017 and December 31, 2016, respectively. The total amounts of unrecognized income tax benefits as of September 30, 2017 and December 31, 2016, that, if recognized, would affect the effective tax rates are $17.7 million and $17.0 million (net of the federal benefit on state tax issues), respectively, which include interest and penalties of $1.0 million and $1.2 million,

16


 

respectively. TSYS does not expect any significant changes to its calculation of uncertain tax positions during the next twelve months.

 

Note 7 — Segment Reporting and Major Customers 

 

Refer to Note 21 of the Company’s audited financial statements for the year ended December 31, 2016, which is included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC, for a discussion regarding segment reporting and major customers.

 

At TSYS, the chief operating decision maker (CODM) is a group consisting of Senior Executive Management and above. In the first quarter of 2017, the CODM combined the North America Services and International Services segments for purposes of segment reporting into the new Issuer Solutions segment, since they provide similar services to similar customers and to reflect the manner in which decisions on allocation of resources are made. All prior periods were restated to reflect this change. This change is used to evaluate performance and assess resources starting in the first quarter of 2017. The information utilized by the CODM consists of the financial statements and the main metrics monitored are revenue growth and growth in profitability.

 

The following table presents the Company’s total assets by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

(in thousands)

 

 

 

 

September 30, 2017

    

December 31, 2016

 

Issuer Solutions

 

 

 

$

5,830,046

 

5,892,410

 

Merchant Solutions

 

 

 

 

3,190,378

 

3,295,509

 

Netspend

 

 

 

 

1,438,916

 

1,474,595

 

Intersegment assets

 

 

 

 

(4,240,450)

 

(4,296,337)

 

    Total assets

 

 

 

$

6,218,890

 

6,366,177

 

 

 

 

 

 

 

 

 

 

 

The Company maintains property and equipment, net of accumulated depreciation and amortization, in the following geographic areas:

 

 

 

 

 

 

 

 

 

 

As of

 

(in thousands)

 

September 30, 2017

 

December 31, 2016

 

United States

 

$

231,264

 

236,913

 

Europe

 

 

43,935

 

38,866

 

Other

 

 

7,291

 

6,566

 

Total

 

$

282,490

 

282,345

 

 

 

 

 

 

 

 

The following table presents the Company’s depreciation and amortization by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

(in thousands)

    

 

2017

    

2016

 

 

2017

    

2016

Depreciation and amortization by segment:

 

 

 

 

 

 

 

 

 

 

Issuer Solutions

 

$

36,699

 

34,590

 

 

109,287

 

105,858

Merchant Solutions

 

 

7,588

 

6,846

 

 

21,990

 

18,702

Netspend

 

 

3,785

 

3,241

 

 

12,057

 

9,466

Depreciation and amortization

 

 

48,072

 

44,677

 

 

143,334

 

134,026

Acquisition intangible amortization

 

 

50,856

 

53,341

 

 

156,966

 

134,748

Corporate Administration and Other

 

 

1,356

 

898

 

 

3,521

 

2,694

Total depreciation and amortization

 

$

100,284

 

98,916

 

 

303,821

 

271,468

 

 

 

 

 

 

 

 

 

 

 

 

 

17


 

The following tables reconcile geographic revenues to external revenues by operating segment based on the domicile of the Company’s customers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2017

 

(in thousands)

    

Issuer
Solutions

    

Merchant
Solutions

    

Netspend

    

Total

 

United States

 

$

261,878

 

625,148

 

179,488

 

$

1,066,514

 

Europe1

 

 

80,492

 

49

 

 -

 

 

80,541

 

Canada1

 

 

79,098

 

381

 

 -

 

 

79,479

 

Other1

 

 

20,762

 

280

 

 -

 

 

21,042

 

Total

 

$

442,230

 

625,858

 

179,488

 

$

1,247,576

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2017

 

(in thousands)

    

Issuer
Solutions

    

Merchant
Solutions

    

Netspend

    

Total

 

United States

 

$

780,728

 

1,795,919

 

559,183

 

$

3,135,830

 

Europe1

 

 

237,039

 

187

 

 -

 

 

237,226

 

Canada1

 

 

234,055

 

1,004

 

 -

 

 

235,059

 

Other1

 

 

45,656

 

905

 

 -

 

 

46,561

 

Total

 

$

1,297,478

 

1,798,015

 

559,183

 

$

3,654,676

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2016

 

(in thousands)

    

Issuer
Solutions

    

Merchant
Solutions

    

Netspend

    

 

Total

 

United States

 

$

264,062

 

570,796

 

154,750

 

$

989,608

 

Europe1

 

 

74,827

 

57

 

 -

 

 

74,884

 

Canada1

 

 

65,839

 

185

 

 -

 

 

66,024

 

Other1

 

 

16,190

 

182

 

 -

 

 

16,372

 

Total

 

$

420,918

 

571,220

 

154,750

 

$

1,146,888

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2016

 

(in thousands)

    

Issuer
Solutions

    

Merchant
Solutions

    

Netspend

    

Total

 

United States

 

$

776,671

 

1,275,474

 

500,889

 

$

2,553,034

 

Europe1

 

 

225,677

 

164

 

 -

 

 

225,841

 

Canada1

 

 

208,762

 

507

 

 -

 

 

209,269

 

Other1

 

 

49,121

 

588

 

 -

 

 

49,709

 

Total

 

$

1,260,231

 

1,276,733

 

500,889

 

$

3,037,853

 

 

 

 

 

 

 

 

 

 

 

 

 

1Certain of these revenues are impacted by movements in foreign currency exchange rates.

18


 

The following table presents the Company’s operating results by segment:

 

 

 

 

 

 

 

 

 

 

 

Operating Segments

 

Three months ended

 

Nine months ended

 

 

September 30, 

 

September 30, 

(in thousands)

    

 

2017

    

2016

 

2017

    

2016

Adjusted operating income by segment1:

 

 

 

 

 

 

 

 

 

Issuer Solutions (a)

 

$

147,758

 

128,949

 

428,909

 

392,519

Merchant Solutions (b)

 

 

103,275

 

90,784

 

296,551

 

219,056

Netspend (c)

 

 

48,560

 

40,856

 

143,251

 

125,538

Corporate Administration and Other

 

 

(39,560)

 

(37,022)

 

(111,170)

 

(99,830)

Adjusted segment operating income (d)

 

 

260,033

 

223,567

 

757,541

 

637,283

Less:

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

8,407

 

13,069

 

28,462

 

33,792

TransFirst M&A and integration expenses2

 

 

1,052

 

1,830

 

10,086

 

25,908

Litigation, claims, judgments or settlements

 

 

26

 

 -

 

1,904

 

 -

Acquisition intangible amortization

 

 

50,856

 

53,341

 

156,966

 

134,748

Operating income

 

 

199,692

 

155,327

 

560,123

 

442,835

Nonoperating expenses, net

 

 

(28,835)

 

(30,368)

 

(88,780)

 

(82,225)

Income before income taxes and equity in income of equity investments

 

$

170,857

 

124,959

 

471,343

 

360,610

 

 

 

 

 

 

 

 

 

 

Net revenue by segment:

 

 

 

 

 

 

 

 

 

Issuer Solutions (e)

 

$

401,074

 

379,145

 

1,181,090

 

1,135,016

Merchant Solutions (f)

 

 

281,819

 

262,494

 

820,968

 

644,573

Netspend (g)

 

 

179,918

 

155,349

 

560,448

 

502,961

Segment net revenue

 

 

862,811

 

796,988

 

2,562,506

 

2,282,550

Less: Intersegment revenues

 

 

10,052

 

7,400

 

32,787

 

26,381

Net revenue3 (h)

 

 

852,759

 

789,588

 

2,529,719

 

2,256,169

Add: reimbursable items, interchange and assessments expenses

 

 

394,817

 

357,300

 

1,124,957

 

781,684

Total revenues

 

$

1,247,576

 

1,146,888

 

3,654,676

 

3,037,853

 

 

 

 

 

 

 

 

 

 

Adjusted segment operating margin on segment net revenue:

 

 

 

 

 

 

 

 

 

Issuer Solutions (a)/(e)

 

 

36.8%

 

34.0%

 

36.3%

 

34.6%

Merchant Solutions (b)/(f)

 

 

36.6%

 

34.6%

 

36.1%

 

34.0%

Netspend (c)/(g)

 

 

27.0%

 

26.3%

 

25.6%

 

25.0%

 

 

 

 

 

 

 

 

 

 

Adjusted segment operating margin on net revenue: (d)/(h)

 

 

30.5%

 

28.3%

 

29.9%

 

28.2%

 

 

 

 

 

 

 

 

 

 

 

1

Adjusted segment operating income excludes acquisition intangible amortization, TransFirst M&A and integration expenses, share-based compensation and expenses associated with Corporate Administration and Other.

2

Excludes share-based compensation

3

Net revenue is defined as total revenues less reimbursable items (such as postage), as well as, merchant acquiring interchange and assessment fees charged by the card associations or payment networks that are recorded by TSYS as expense.  

 

Major Customers

 

For the three and nine months ended September 30, 2017 and 2016, the Company did not have any major customers.

 

19


 

Note 8 — Supplementary Cash Flow Information 

 

Nonvested Awards

 

The Company issued shares of common stock to certain key employees during the first nine months of 2017 and 2016, respectively. The grants were issued under nonvested stock bonus awards for services to be provided in the future. Refer to Note 5 for more information.

 

Equipment Acquired Under Capital Lease Obligations and Software Acquired Under License Agreements

 

There was approximately $3.7 million of equipment acquired under capital lease obligations and $7.4 million of software acquired under license agreements in the first nine months of 2017. During the first nine months of 2016, the Company acquired approximately $1.6 million of equipment under capital lease obligations. 

 

Note 9 — Commitments and Contingencies    

 

Refer to Note 15 of the Company’s audited financial statements for the year ended December 31, 2016, which is included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC, for a discussion regarding commitments and contingencies.

 

Legal Proceedings

 

The Company is subject to various legal proceedings and claims and is also subject to information requests, inquiries and investigations arising out of the ordinary conduct of its business. The Company establishes accruals for litigation and similar matters when those matters present loss contingencies that TSYS determines to be both probable and reasonably estimable in accordance with GAAP. Legal costs are expensed as incurred. In the opinion of management, based on current knowledge and in part upon the advice of legal counsel, all matters not specifically discussed below are believed to be adequately covered by insurance, or, if not covered, the possibility of losses from such matters are believed to be remote or such matters are of such kind or involve such amounts that would not have a material adverse effect on the financial position, results of operations or cash flows of the Company if disposed of unfavorably.

 

TelexFree Matter

 

ProPay, Inc. (ProPay), a subsidiary of the Company, has been named as one of a number of defendants (including other merchant processors) in several purported class action lawsuits relating to the activities of TelexFree, Inc. and its affiliates and principals. TelexFree is a former merchant customer of ProPay. With regard to TelexFree, each purported class action lawsuit generally alleges that TelexFree engaged in an improper multi-tier marketing scheme involving voice-over Internet protocol telephone services. The plaintiffs in each of the purported class action complaints generally allege that the various merchant processor defendants, including ProPay, aided and abetted the improper activities of TelexFree. TelexFree filed for bankruptcy protection in Nevada. The bankruptcy proceeding was subsequently transferred to the Massachusetts Bankruptcy Court.

 

Specifically, ProPay has been named as one of a number of defendants (including other merchant processors) in each of the following purported class action complaints relating to TelexFree: (i) Waldermara Martin, et al. v. TelexFree, Inc., et al. (Case No. BK-S-14-12524-ABL) filed on May 3, 2014 in the United States Bankruptcy Court District of Nevada, (ii) Anthony Cellucci, et al. v. TelexFree, Inc., et. al. (Case No. 4:14-BK-40987) filed on May 15, 2014 in the United States Bankruptcy Court District of Massachusetts, (iii) Maduako C. Ferguson Sr., et al. v. Telexelectric, LLP, et. al (Case No. 5:14-CV-00316-D) filed on June 5, 2014 in the United States District Court of North Carolina, (iv) Todd Cook v. TelexElectric LLP et al. (Case No. 2:14-CV-00134), filed on June 24, 2014 in the United States District Court for the Northern District of Georgia, (v) Felicia Guevara v. James M. Merrill et al., CA No. 1:14-cv-22405-DPG), filed on June 27, 2014 in the United State District Court for the Southern District of Florida, and (vi) Reverend Jeremiah Githere, et al. v. TelexElectric LLP et al. (Case No. 1:14-CV-12825-GAO), filed on June 30, 2014 in the United States District Court for the District of Massachusetts (together, the “Actions”). On October 21, 2014, the Judicial

20


 

Panel on Multidistrict Litigation transferred and consolidated the Actions before the United States District Court for the District of Massachusetts (the “Consolidated Action”).

 

Following the Judicial Panel on Multidistrict Litigation’s October 21, 2014 order, four additional cases arising from the alleged TelexFree scheme were transferred to the United States District Court for the District of Massachusetts for coordinated or consolidated proceedings, including (i) Paulo Eduardo Ferrari et al. v. Telexfree, Inc. et al. (Case No. 14-04080); (ii) Magalhaes v. TelexFree, Inc., et al., No. 14-cv-12437 (D. Mass.); (iii) Griffith v. Merrill et al., No. 14-CV-12058 (D. Mass.); Abelgadir v. Telexelectric, LLP, No. 14-09857 (S.D.N.Y.) In addition, on September 23, 2015, a putative class action relating to TelexFree was filed in the United States District Court for the District of Arizona, styled Rita Dos Santos, Putative Class Representatives and those Similarly Situated v. TelexElectric, LLP et al., 2:15-cv-01906-NVW (the “Arizona Action”). The Arizona Action makes claims similar to those alleged in the consolidated action pending before the United States District Court for the District of Massachusetts. On September 29, 2015, a group of certain defendants to the Consolidated Action, including ProPay, filed a “tag along” notice with the Judicial Panel on Multidistrict Litigation, asking that the Arizona Action be transferred to the District of Massachusetts where it can be consolidated or coordinated with the Consolidated Action. On October 20, 2015, the Judicial Panel on Multidistrict Litigation transferred the Arizona Action to the District of Massachusetts.

 

The United States District Court for the District of Massachusetts appointed lead plaintiffs’ counsel on behalf of the putative class of plaintiffs in the Consolidated Action. On March 31, 2015, the plaintiffs filed a First Consolidated Amended Complaint (the “Consolidated Complaint”). The Consolidated Complaint purports to bring claims on behalf of all persons who purchased certain TelexFree “memberships” and suffered a “net loss” between January 1, 2012 and April 16, 2014. The Consolidated Complaint supersedes the complaints filed prior to consolidation of the Actions, and alleges that ProPay aided and abetted tortious acts committed by TelexFree, and that ProPay was unjustly enriched in the course of providing payment processing services to TelexFree. On April 30, 2015, the plaintiffs filed a Second Consolidated Amended Complaint (the “Second Amended Complaint”), which amends and supersedes the Consolidated Complaint. Like the Consolidated Complaint, the Second Amended Complaint generally alleges that ProPay aided and abetted tortious acts committed by TelexFree, and that ProPay was unjustly enriched in the course of providing payment processing services to TelexFree.

 

Several defendants, including ProPay, moved to dismiss the Second Amended Complaint on June 2, 2015. Briefing on those motions closed on October 16, 2015. The court held a hearing on the motions to dismiss on November 2, 2015. At present, pursuant to a court order, all discovery in the action is stayed pending the resolution of parallel criminal proceedings against certain former principals of TelexFree, Inc. Despite that stay of discovery, the lead plaintiffs have subpoenaed documents previously produced by ProPay pursuant to the Federal Rules of Bankruptcy Procedure to the court-appointed trustee in the TelexFree bankruptcy proceeding. ProPay has filed a motion to quash that subpoena. ProPay’s motion remains pending before the Court. ProPay’s motion to dismiss also remains pending.

 

On April 4, 2017, lead plaintiffs moved the court for leave to further amend the Second Amended Complaint, and submitted a proposed amendment with their motion. The proposed amendment seeks to add new defendants to the case but does not make any new or additional allegations against ProPay.  ProPay, along with certain other defendants in the litigation, have not opposed the lead plaintiffs’ motion to further amend the Second Amended Complaint so long as the amendment, if allowed by the court, would not delay the court’s decision on the pending motions to dismiss.  Lead plaintiffs’ motion for leave to amend is pending before the court. 

 

ProPay has also received various subpoenas, a seizure warrant and other inquiries requesting information regarding TelexFree from (i) the Commonwealth of Massachusetts, Securities Division, (ii) United States Securities and Exchange Commission, (iii) US Immigration and Customs Enforcement, and (iv) the bankruptcy Trustee of the Chapter 11 entities of TelexFree, Inc., TelexFree, LLC and TelexFree Financial, Inc. Pursuant to the seizure warrant served by the United States Attorney’s Office for the District of Massachusetts, ProPay delivered all funds associated with TelexFree held for chargeback and other purposes by ProPay to US Immigration and Customs Enforcement. In addition, ProPay received a notice of potential claim from the bankruptcy Trustee as a result of the relationship of ProPay with TelexFree and its affiliates.

21


 

 

The above proceedings and actions are preliminary in nature. While the Company and ProPay intend to vigorously defend matters arising out of the relationship of ProPay with TelexFree and believe ProPay has substantial defenses related to these purported claims, the Company currently cannot reasonably estimate losses attributable to these matters.

 

Note 10 – Earnings Per Share

 

The following tables illustrate basic and diluted EPS for the three and nine months ended September 30, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

September 30, 

 

September 30, 

 

 

2017

 

2016

 

2017

 

2016

(in thousands, except per share data)

    

Common
Stock

    

Common
Stock

    

Common
Stock

    

Common
Stock

Basic EPS:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to TSYS common shareholders

 

$

123,095

 

 

85,352

 

 

343,977

 

 

245,688

Less income allocated to nonvested awards

 

 

(231)

 

 

(391)

 

 

(871)

 

 

(1,240)

Net income allocated to common stock for EPS calculation (a)

 

$

122,864

 

 

84,961

 

 

343,106

 

 

244,448

Average common shares outstanding (b)

 

 

183,917

 

 

182,971

 

 

183,633

 

 

182,656

Basic EPS (a)/(b)

 

$

0.67

 

 

0.46

 

 

1.87

 

 

1.34

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to TSYS common shareholders

 

$

123,095

 

 

85,352

 

 

343,977

 

 

245,688

Less income allocated to nonvested awards

 

 

(231)

 

 

(389)

 

 

(871)

 

 

(1,236)

Add income allocated to nonvested awards1

 

 

231

 

 

 -

 

 

871

 

 

 -

Net income allocated to common stock for EPS calculation (c)

 

$

123,095

 

 

84,963

 

 

343,977

 

 

244,452

Average common shares outstanding

 

 

183,917

 

 

182,971

 

 

183,633

 

 

182,656

Increase due to assumed issuance of shares related to common equivalent shares outstanding

 

 

1,192

 

 

811

 

 

1,123

 

 

829

Average nonvested awards1

 

 

699

 

 

 -

 

 

717

 

 

 -

Average common and common equivalent shares outstanding (d)

 

 

185,808

 

 

183,782

 

 

185,473

 

 

183,485

Diluted EPS (c)/(d)

 

$

0.66

 

 

0.46

 

 

1.85

 

 

1.33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

Under GAAP, entities that have participating securities must compute basic EPS using the two-class method and compute diluted EPS using the more dilutive approach of either the two-class method or the treasury stock method. In 2017, the Company used the two-class method for diluted EPS.  In 2016, the Company used the treasury stock method for diluted EPS .

 

22


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

September 30, 

 

September 30, 

 

 

2017

 

2016

 

2017

 

2016

(in thousands, except per share data)

    

Participating Securities

    

Participating Securities

    

Participating Securities

    

Participating Securities

Basic EPS:

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocated to nonvested awards (a)

 

$

231

 

 

391

 

$

871

 

 

1,240

Nonvested awards (b)

 

 

354

 

 

860

 

 

475

 

 

945

Basic EPS (a)/(b)

 

$

0.65

 

 

0.45

 

$

1.83

 

 

1.31

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocated to nonvested awards (c)

 

$

229

 

 

389

 

$

867

 

 

1,236

Average common and common equivalent shares outstanding (d)

 

 

354

 

 

860

 

 

475

 

 

945

Diluted EPS (c)/(d)

 

$

0.65

 

 

0.45

 

$

1.83

 

 

1.31

 

 

 

 

 

 

 

 

 

 

 

 

 

1

Under GAAP, entities that have participating securities must compute basic EPS using the two-class method and compute diluted EPS using the more dilutive approach of either the two-class method or the treasury stock method. In 2017, the Company used the two-class method for diluted EPS.  In 2016, the Company used the treasury stock method for diluted EPS .

 

The diluted EPS calculation excludes stock options and nonvested awards that are exercisable into 0.1 million  and 0.5 million common shares for the three and nine months ended September 30, 2017, respectively, and excludes 0.4 million and 0.5 million common shares for the three and nine months ended September 30, 2016, respectively, because their inclusion would have been anti-dilutive.

 

Note 11 — Acquisitions 

 

Refer to Note 24 of the Company’s audited financial statements for the year ended December 31, 2016, which is included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC, for a discussion regarding acquisitions. 

 

TransFirst 

   

On April 1, 2016, the Company acquired all of the outstanding capital stock of TransFirst and recognized amounts for the identifiable assets acquired and liabilities assumed. The measurement period during which

changes in assets, liabilities, equity interests, or items of consideration are subject to adjustment ends one year following the acquisition date.

   

The Company decreased goodwill related to TransFirst during the nine months ended September 30, 2017 by approximately $618,000 resulting from adjustments to deferred income tax assets partially offset by the write-off of a note receivable on the opening balance sheet of TransFirst.

 

Redeemable Noncontrolling Interest

 

In February 2017, the Company acquired an additional 10% equity interest in Central Payment Co., LLC (CPAY) from a privately-owned company for $70.0 million. This purchase reduced the remaining redeemable noncontrolling interest in CPAY to 15% of its total outstanding equity and extended the put call arrangement until April 2018. The transaction resulted in a decrease to noncontrolling interest of $9.8 million and a decrease to additional paid-in capital of $60.2 million.

 

Note 12 — Subsequent Events

 

Management performed an evaluation of the Company’s activity as of the date these consolidated financial statements were issued and has concluded that there are no significant subsequent events requiring disclosure.

 

23


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Financial Overview

 

Total System Services, Inc.’s (TSYS' or the Company’s) revenues are derived from providing payment processing services, merchant services and related payment services to financial and nonfinancial institutions, generally under long-term processing contracts. The Company also derives revenues by providing general-purpose reloadable (GPR) prepaid cards, payroll cards, demand deposit accounts and other financial service solutions to the underbanked and other consumers and businesses. The Company's services are provided through three operating segments: Issuer Solutions, Merchant Solutions and Netspend.

 

Through the Company’s Issuer Solutions segment, TSYS processes information through its cardholder systems to financial and nonfinancial institutions throughout the United States and internationally. The Company's Merchant Solutions segment provides merchant services to merchant acquirers and merchants mainly in the United States. The Company’s Netspend segment provides financial service solutions to consumers and businesses in the United States.

 

For a detailed discussion regarding the Company’s operations, see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission (SEC).

 

Management’s discussion and analysis contains items prepared in conformity with GAAP, as well as non-GAAP measures. For detailed information and reconciliations to GAAP, refer to the discussion under the caption Non-GAAP Measures.

 

A summary of the financial highlights for 2017, as compared to 2016, is provided below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

Nine months ended

 

 

 

 

September 30, 

 

September 30, 

 

 

 

    

 

    

 

    

Percent

    

 

    

 

    

Percent

 

 

(in thousands, except per share data)

 

2017

 

2016

 

Change

 

2017

 

2016

 

Change

 

 

Total revenues

 

$

1,247,576

 

1,146,888

 

8.8

%  

$

3,654,676

 

3,037,853

 

20.3

%

 

Net revenue1

 

$

852,759

 

789,588

 

8.0

 

$

2,529,719

 

2,256,169

 

12.1

 

 

Operating income

 

$

199,692

 

155,327

 

28.6

 

$

560,123

 

442,835

 

26.5

 

 

Net income attributable to TSYS common shareholders

 

$

123,095

 

85,352

 

44.2

 

$

343,977

 

245,688

 

40.0

 

 

Basic earnings per share (EPS) attributable to TSYS common shareholders2

 

$

0.67

 

0.46

 

43.9

 

$

1.87

 

1.34

 

39.6

 

 

Diluted EPS attributable to TSYS common shareholders2

 

$

0.66

 

0.46

 

43.3

 

$

1.85

 

1.33

 

39.2

 

 

Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA)3

 

$

309,461

 

269,142

 

15.0

 

$

904,396

 

774,003

 

16.8

 

 

Adjusted earnings4 

 

$

162,667

 

130,673

 

24.5

 

$

473,148

 

386,799

 

22.3

 

 

Adjusted diluted EPS5

 

$

0.88

 

0.71

 

23.7

 

$

2.55

 

2.10

 

21.6

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

$

652,025

 

551,080

 

18.3

 

 

Free cash flow6

 

 

 

 

 

 

 

 

$

542,666

 

443,745

 

22.3

 

 

Refer to the reconciliation of GAAP to non-GAAP measures later in Item 2.

1

Net revenue is defined as total revenues less reimbursable items, as well as, merchant acquiring interchange and assessment fees charged by card associations or payment networks that are recorded by TSYS as expense.

2

Under GAAP, entities that have participating securities must compute basic EPS using the two-class method and compute diluted EPS using the more dilutive approach of either the two-class method or the treasury stock method. Refer to Note 10 in the Unaudited Consolidated Financial Statements for more information on EPS. 

3

Adjusted EBITDA is defined as net income excluding equity in income of equity investments, nonoperating income/(expense), income taxes, depreciation, amortization, share-based compensation expenses and other items.

4

Adjusted earnings is net income excluding noncontrolling interests, the after-tax impact of share-based compensation expenses, amortization of acquisition intangibles and other items.

5

Adjusted diluted EPS is defined as adjusted earnings divided by weighted average shares outstanding used for diluted EPS calculations.

6

Free cash flow is defined as net cash provided by operating activities less capital expenditures.

 

24


 

Financial Review

 

This Financial Review provides a discussion of critical accounting policies and estimates, related party transactions and off-balance sheet arrangements. This Financial Review also discusses the results of operations, financial position, liquidity and capital resources of TSYS and outlines the factors that have affected its recent earnings, as well as those factors that may affect its future earnings. For a detailed discussion regarding these topics, refer to our Notes to Consolidated Financial Statements and “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC.

 

Critical Accounting Policies and Estimates

 

Refer to Note 1 in the Notes to Unaudited Consolidated Financial Statements for more information on changes to the Company’s critical accounting policies, estimates and assumptions or the judgments affecting the application of those estimates and assumptions in 2017.

 

Off-Balance Sheet Arrangements

 

Operating Leases

 

As a method of funding its operations, TSYS employs noncancelable operating leases for computer equipment and facilities. These leases allow the Company to provide the latest technology while avoiding the risk of ownership. Neither the assets nor obligations related to these leases are included on the consolidated balance sheet.

 

Contractual Obligations

 

The Company has long-term obligations which consist of required minimum future payments under contracts with certain of our distributors and other service providers.

 

Recent Accounting Pronouncements

 

For a discussion of recent accounting pronouncements, refer to Note 1 in the Notes to Unaudited Consolidated Financial Statements and see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC.

 

Results of Operations

 

Revenues

 

The Company generates revenues by providing transaction processing and other payment-related services. The Company’s pricing for transactions and services is complex. Each category of revenue has numerous fee components depending on the types of transactions processed or services provided. TSYS reviews its pricing and implements pricing changes on an ongoing basis. In addition, standard pricing varies among its regional businesses, and such pricing can be customized further for its clients through tiered pricing of various thresholds for volume activity. TSYS’ revenues are based upon transactional information accumulated by its systems or reported by its customers. The Company’s revenues are impacted by currency translation of foreign operations, as well as doing business in the current economic environment.

 

Total revenues increased 8.8% and 20.3%, respectively, for the three and nine months ended September 30, 2017, compared to the same periods in 2016. The impact of the acquisition of TransFirst on total revenues for the nine months ended September 30, 2017 was $872.1 million. Revenues for the three and nine months ended September 30, 2017 also included decreases of $0.2 million and $21.3 million, respectively, related to the effects of currency translation of the Company’s foreign-based subsidiaries and branches.

 

25


 

The Company reviews revenue performance on a net revenue basis which is a non-GAAP measure. Net revenue is defined as total revenues less reimbursable items, as well as, merchant acquiring interchange and assessment fees charged by the card associations or payment networks that are recorded by TSYS as expense and are mainly related to the TransFirst business. The Company has included reimbursements received for out-of-pocket expenses as revenues and expenses. The largest reimbursable expense items for which TSYS is reimbursed by clients are postage and network association fees. The Company’s reimbursable items are primarily impacted by changes in postal rates and changes in the volumes of mailing activities by its clients. Reimbursable items for the three and nine months ended September 30, 2017 were $65.9 million and $192.1 million, respectively, an increase of 4.1% and a decrease of 2.6% compared to the same periods last year.

 

Net revenue increased $63.2 million and $273.6 million, or 8.0% and 12.1%, respectively, during the three and nine months ended September 30, 2017, compared to the same periods in 2016. The increase in net revenue for the three months ended September 30, 2017, as compared to the same period in 2016, is primarily the result of organic growth, partially offset by a decrease of $0.2 million associated with currency translation. The increase in net revenue for the nine months ended September 30, 2017, as compared to the same period in 2016, is primarily the result of the acquisition of TransFirst, as well as organic growth, partially offset by a decrease of $19.8 million associated with currency translation.

 

Major Customers

 

For discussion regarding the Company’s major customers, refer to Note 7 in the Notes to Unaudited Consolidated Financial Statements and see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC.

 

The Company works to maintain a large and diverse customer base across various industries. For the three and nine months ended September 30, 2017, the Company did not have a major customer on a consolidated basis.  However, a significant amount of the Company's revenues are derived from long-term contracts with large clients. TSYS derives revenues from providing various processing and other services to these clients, including processing of consumer and commercial accounts, as well as revenues for reimbursable items. The loss of one of the Company’s large clients could have a material adverse effect on the Company’s financial position, results of operations and cash flows.

 

Operating Segments

 

TSYS’ services are provided through three operating segments: Issuer Solutions, Merchant Solutions and Netspend. Refer to Note 7 in the Notes to Unaudited Consolidated Financial Statements for more information on the Company’s operating segments.

 

Issuer Solutions

 

The Company’s Issuer Solutions segment has many long-term customer contracts with card issuers providing account processing and output services for printing and embossing items. These contracts generally require advance notice prior to the end of the contract if a client chooses not to renew. Additionally, some contracts may permit early termination upon the occurrence of certain events such as a change in control. The termination fees paid upon the occurrence of such events are designed primarily to cover balance sheet exposure related to items such as capitalized conversion costs or client incentives associated with the contract and, in some cases, may cover a portion of lost future revenue and profit. Although these contracts may be terminated upon certain occurrences, the contracts provide the segment with a steady revenue stream since a vast majority of the contracts are honored through the contracted expiration date.

 

These services are provided throughout the period of each account's use, starting from a card-issuing client processing an application for a card. Services may include processing the card application, initiating service for the cardholder, processing each card transaction for the issuing retailer or financial institution and accumulating the account's transactions. Fraud management services monitor the unauthorized use of accounts which have been reported to be lost, stolen, or which exceed credit limits. Fraud detection systems

26


 

help identify fraudulent transactions by monitoring each account holder's purchasing patterns and flagging unusual purchases. Other services provided include customized communications to cardholders, information verification associated with granting credit, debt collection and customer service.

 

TSYS’ revenues in its Issuer Solutions segment are primarily derived from electronic payment processing.  There are certain basic core services directly tied to accounts on file (AOF) and transactions. These are provided to all of TSYS’ processing clients. The core services begin with AOF.

 

The core services include housing an AOF, authorizing transactions (authorizations), accumulating monthly transactional activity (transactions) and providing a monthly statement (statement generation). From these core services, TSYS’ clients also have the option to use fraud and portfolio management services. Collectively, these services are considered volume-based revenues.

 

Below is a summary of AOF for the Company’s Issuer Solutions segment:

 

 

 

 

 

 

 

 

 

 

(in millions)

 

As of September 30, 

 

 

AOF

 

2017

 

2016

 

Percent
Change

 

 

Consumer

 

474.7

 

433.5

 

9.5

%

 

Commercial

 

52.8

 

48.0

 

9.9

 

 

Other

 

34.6

 

29.7

 

16.5

 

 

Traditional AOF1

 

562.1

 

511.2

 

10.0

 

 

Prepaid/Stored Value2

 

50.6

 

58.9

 

(14.0)

 

 

Government Services3

 

92.1

 

85.7

 

7.5

 

 

Commercial Card Single-Use4

 

92.5

 

83.0

 

11.4

 

 

Total AOF

 

797.3

 

738.8

 

7.9

%

 

 

 

 

 

 

 

 

 

 

1

Traditional accounts include consumer, retail, commercial, debit and other accounts. These accounts are grouped together due to the tendency to have more transactional activity than prepaid, government services and single-use accounts.

2

Prepaid does not include Netspend accounts. These accounts tend to have less transactional activity than the traditional accounts. Prepaid and stored value cards are issued by firms through retail establishments to be purchased by consumers to be used at a later date. These accounts tend to be the least active of all accounts on file.

3

Government services accounts are disbursements of student loan accounts issued by the Department of Education, which have minimal activity.

4

Commercial card single-use accounts are one-time use accounts issued by firms to book lodging and other travel related expenses.

 

Non-volume related revenues include processing fees which are not directly associated with AOF and transactional activity, such as certain value added products and services, custom programming and certain other services, which are only offered to TSYS’ processing clients.

 

Additionally, certain clients license the Company’s processing systems and process in-house. Since the accounts are processed outside of TSYS for licensing arrangements, the AOF and other volumes are not available to TSYS. Thus, volumes reported by TSYS do not include volumes associated with licensing.

 

Output and managed services include offerings such as card production, statement production, correspondence and call center support services.

 

The Issuer Solutions segment provides payment processing and related services to clients based in the United States and internationally. Growth in revenues and operating profit in this segment is derived from retaining and growing the core business and improving the overall cost structure. Growing the core business comes primarily from an increase in account usage, growth from existing clients and sales to new clients and the related account conversions. This segment has two major customers for the three and nine months ended September 30, 2017.

 

27


 

Below is a summary of the Issuer Solutions segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

 

    

September 30, 

 

 

September 30, 

 

 

 

(in thousands)

 

2017

 

2016

 

Percent
Change

 

 

2017

 

2016

 

Percent
Change

 

 

 

Volume-based revenues

 

$

200,270

 

190,291

 

5.2

%  

 

$

588,922

 

558,528

 

5.4

%

 

 

Non-volume related revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Processing fees

 

 

79,105

 

73,194

 

8.1

 

 

 

229,666

 

222,271

 

3.3

 

 

 

Value-added, custom programming, licensing and other

 

 

61,846

 

56,586

 

9.3

 

 

 

187,531

 

175,882

 

6.6

 

 

 

Output and managed services

 

 

59,853

 

59,074

 

1.3

 

 

 

174,971

 

178,335

 

(1.9)

 

 

 

Total non-volume related revenues

 

 

200,804

 

188,854

 

6.3

 

 

 

592,168

 

576,488

 

2.7

 

 

 

Net revenue1

 

$

401,074

 

379,145

 

5.8

 

 

$

1,181,090

 

1,135,016

 

4.1

 

 

 

Adjusted segment operating income2

 

$

147,758

 

128,949

 

14.6

 

 

$

428,909

 

392,519

 

9.3

 

 

 

Adjusted segment operating margin3

 

 

36.8

%  

34.0

%  

 

 

 

 

36.3

%  

34.6

%  

 

 

 

 

Key indicators (in millions):  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions

 

 

5,494.9

 

5,060.3

 

8.6

 

 

 

15,712.1

 

14,633.4

 

7.4

 

 

 

Total Accounts on File (AOF)

 

 

 

 

 

 

 

 

 

 

797.3

 

738.8

 

7.9

 

 

 

Total Traditional AOF

 

 

 

 

 

 

 

 

 

 

562.1

 

511.2

 

10.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

Net revenue is defined as total revenues less reimbursable items (such as postage), as well as, merchant acquiring interchange and assessment fees charged by the card associations or payment networks that are recorded by TSYS as expense.

2

Adjusted segment operating income excludes acquisition intangible amortization and expenses associated with Corporate Administration and Other.

3

Adjusted segment operating margin equals adjusted segment operating income divided by net revenue.

 

For both the three and nine months ended September 30, 2017, approximately 49.9% of net revenue was driven by the volume of AOF and transactions processed and approximately 50.1% was derived from non-volume based revenues.

 

Segment revenues for the three and nine months ended September 30, 2017, as compared to the same periods in 2016, included decreases of $0.2 million and $19.8 million, respectively, associated with currency translation.

 

The increases in net revenue for the three and nine months ended September 30, 2017, as compared to the same periods in 2016, were driven by organic growth.

 

Movements in foreign currency exchange rates as compared to the U.S. dollar can result in foreign denominated financial statements being translated into more or fewer U.S. dollars, which impacts the comparison to prior periods when the U.S. dollar was stronger or weaker.

 

Merchant Solutions

 

The Merchant Solutions segment provides merchant processing and related services to clients based primarily in the United States. Merchant Solutions revenues are derived from providing processing services, acquiring solutions, related systems and support services to merchant acquirers and merchants. Revenues from merchant services include processing all payment forms including credit, debit, prepaid, electronic benefit transfer and electronic check for merchants of all sizes across a wide array of market verticals. Merchant Solutions include authorization and capture of transactions; clearing and settlement of transactions;

28


 

information reporting services related to transactions; and merchant billing services. This segment has no major customers for the three and nine months ended September 30, 2017.

 

The Merchant Solutions segment's results are driven by dollar sales volume and the authorization and capture transactions processed at the point-of-sale (POS). This segment's authorization and capture transactions are primarily through Internet connectivity.

 

Below is a summary of the Merchant Solutions segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

    

September 30, 

 

September 30, 

 

(in thousands, except key indicators)

 

2017

 

2016

 

Percent
Change

 

 

2017

 

2016

 

Percent
Change

 

 

Net revenue1

 

$

281,819

 

262,494

 

7.4

%  

 

$

820,968

 

644,573

 

27.4

%

 

Adjusted segment operating income2

 

$

103,275

 

90,784

 

13.8

 

 

$

296,551

 

219,056

 

35.4

 

 

Adjusted segment operating margin3

 

 

36.6

%  

34.6

 

 

 

 

36.1

%  

34.0

%  

 

 

 

Key indicators:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

POS transactions  (in millions)

 

 

1,260.9

 

1,177.1

 

7.1

 

 

 

3,622.2

 

3,427.6

 

5.7

 

 

Dollar sales volume (in millions)

 

$

31,478.2

 

28,680.7

 

9.8

 

 

$

91,726.1

 

69,024.9

 

32.9

 

 

Net revenue per POS transaction

 

$

0.223

 

0.223

 

0.2

 

 

$

0.227

 

0.188

 

20.5

 

 

Includes TransFirst's results for six months in 2016 and nine months in 2017.

 

 

 

 

 

 

1

Net revenue is defined as total revenues less reimbursable items (such as postage), as well as, merchant acquiring interchange and assessment fees charged by the card associations or payment networks that are recorded by TSYS as expense.

2

Adjusted segment operating income excludes acquisition intangible amortization and expenses associated with Corporate Administration and Other.

3

Adjusted segment operating margin equals adjusted segment operating income divided by net revenue.

 

With the acquisition of TransFirst in April 2016, TSYS included nine months of TransFirst’s results as part of the Merchant Solutions segment in 2017, whereas six months of TransFirst’s results are included in the results for the nine months ended September 30, 2016. TransFirst’s revenues are reported gross, which includes amounts paid for interchange and assessments. Expenses covering interchange and assessment fees are included in TransFirst’s cost of services and are directly attributable to processing fee revenues. Merchant Segment net revenue is defined as total revenues less merchant acquiring interchange and assessment fees charged by the card associations or payment networks that are recorded by TSYS as an expense.

 

For the three and nine months ended September 30, 2017, respectively, approximately 93.7% and 93.5% of TSYS’ Merchant Solutions segment net revenue was influenced by several factors, including volumes related to transactions and dollar sales volume. The remaining 6.3% and 6.5% of this segment’s net revenue was derived from value added services, chargebacks, managed services, investigation and risk and collection services performed.

 

The increase in net revenue, total segment revenues and adjusted segment operating income for the three months ended September 30, 2017, as compared to the same period in 2016, was driven by higher processing volumes, product fees and processing fees.

 

The increase in net revenue and adjusted segment operating income for the nine months ended September 30, 2017, as compared to the same period in 2016, was driven by higher processing volumes, product fees and processing fees primarily due to the acquisition of TransFirst and including nine months of TransFirst’s results in 2017 compared to six months of results in 2016.

 

29


 

Netspend

 

Netspend provides GPR prepaid cards, payroll cards, demand deposit accounts and other financial service solutions to the underbanked and other consumers and businesses in the United States. Netspend’s products provide customers with access to depository accounts insured by the FDIC with a menu of pricing and features specifically tailored to their needs. Netspend has an extensive distribution and reload network comprising financial service centers and other retail locations throughout the United States, and is a program manager for FDIC-insured depository institutions that issue the products that Netspend develops, promotes and distributes. Netspend currently has active agreements with six Issuing Banks.

 

The Netspend segment markets its products through multiple distribution channels, including alternative financial service providers, traditional retailers, direct-to-consumer and online marketing programs, and contractual relationships with corporate employers. This segment has no major customers and one major third-party distributor for the three and nine months ended September 30, 2017.

 

The Netspend segment’s revenues primarily consist of a portion of the service fees and interchange revenues received by Netspend’s Issuing Banks and others in connection with the programs managed by this segment. Customers are charged fees for transactions including fees for PIN and signature-based purchase transactions made using their cards, for ATM withdrawals or other transactions conducted at ATMs, for balance inquiries, and monthly maintenance fees among others. Customers are also charged fees associated with additional features and services offered in connection with certain products including the use of courtesy overdraft protection, bill payment options, custom card designs and card-to-card transfers of funds initiated through call centers. The Netspend segment also earns revenues from a portion of the interchange fees remitted by merchants when customers make purchase transactions using their products. Subject to applicable law, interchange fees are fixed by card associations and network organizations.

 

Below is a summary of the Netspend segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30, 

 

September 30, 

 

(in thousands)

    

2017

 

2016

 

Percent
Change

 

 

2017

 

2016

 

Percent
Change

 

 

Net revenue1

 

$

179,918

 

155,349

 

15.8

%  

 

$

560,448

 

502,961

 

11.4

%

 

Adjusted segment operating income2

 

$

48,560

 

40,856

 

18.9

 

 

$

143,251

 

125,538

 

14.1

 

 

Adjusted segment operating margin3

 

 

27.0

%  

26.3

%  

 

 

 

 

25.6

%  

25.0

%  

 

 

 

Key indicators (in millions):  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of active cards4

 

 

 

 

 

 

 

 

 

 

4.7

 

4.2

 

12.8

 

 

Number of active cards with direct deposit5

 

 

 

 

 

 

 

 

 

 

2.3

 

2.1

 

11.3

 

 

Percentage of active cards with direct deposit

 

 

 

 

 

 

 

 

 

 

49.3

%  

50.0

%  

 

 

 

Gross dollar volume6

 

$

7,242.3

 

6,367.0

 

13.7

 

 

$

24,455.1

 

22,143.3

 

10.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

Net revenue is defined as total revenues less reimbursable items (such as postage), as well as, merchant acquiring interchange and assessment fees charged by the card associations or payment networks that are recorded by TSYS as expense.

2

Adjusted segment operating income excludes acquisition intangible amortization and expenses associated with Corporate Administration and Other.

3

Adjusted segment operating margin equals adjusted segment operating income divided by net revenue.

4

Number of active cards represents the total number of prepaid cards that have had a PIN or signature-based purchase transaction, a point-of-sale load transaction or an ATM withdrawal within three months of the date of determination, adjusted to remove prepaid  cards that consumers upgraded to a demand deposit account during the period.

5

Number of active cards with direct deposit represents the number of active cards that have had a direct deposit load within three months of the date of determination, adjusted to remove prepaid  cards that consumers upgraded to a demand deposit account during the period.

6

Gross dollar volume represents the total dollar volume of debit transactions and cash withdrawals made using Netspend products.

 

30


 

For the three and nine months ended September 30, 2017, respectively, 70.0% and 69.0% of revenues were derived from service fees charged to customers and 30.0% and 31.0% of revenues were derived from interchange and other revenues. Service fee revenues are driven by the number of active cards and in particular by the number of cards with direct deposit. Customers with direct deposit generally initiate more transactions and generate more revenues than those that do not take advantage of this feature. Interchange revenues are driven by gross dollar volume. Substantially all of the Netspend segment revenues were volume driven as they were driven by the active card and gross dollar volume indicators.

 

Segment net revenue for the three and nine months ended September 30, 2017, as compared to the same periods in 2016, increased $24.6 million and $57.5 million, respectively. Service fee revenue increased $13.4 million and $32.1 million, or 11.9% and 9.0%, respectively. Revenues from interchange and other services increased $11.2 million and $25.4 million, or 26.2% and 17.1%, respectively. These increases were substantially driven by increases in the number of active cards and gross dollar volume during the three and nine months ended September 30, 2017.

 

The Consumer Financial Protection Bureau (CFPB) has promulgated a new rule regarding prepaid financial products, which, among other things, establishes new disclosure requirements specific to prepaid accounts, eliminates certain fees that may currently be imposed on prepaid accounts, and effectively eliminates the ability of a prepaid card provider, such as the Company’s Netspend business, to offer courtesy overdraft protection on prepaid accounts. The new rule was originally scheduled to become effective on October 1, 2017. In April 2017, the CFPB released a final rule delaying the effective date by six months. The rule will now take effect on April 1, 2018. Given this delay, the Company does not expect its 2017 financials to be significantly impacted by the rule.

 

Operating Expenses

 

The Company’s operating expenses were $1.0 billion and $3.1 billion for the three and nine months ended September 30, 2017, respectively, compared to $991.6 million and $2.6 billion for the same periods in 2016. The Company’s operating expenses consist of cost of services and selling, general and administrative expenses. Cost of services describes the direct expenses incurred in performing a particular service for the Company’s customers, including the cost of reimbursable items and direct labor expense in putting the service in saleable condition. Selling, general and administrative expenses are incurred in selling or marketing and for the direction of the enterprise as a whole, including accounting, legal fees, sales, investor relations and mergers and acquisitions.

 

Operating expenses for the three months ended September 30, 2017 increased $56.3 million mainly due to an increase in reimbursable items, interchange and assessments partially offset by decreases in TransFirst acquisition expenses and decreases in amortization of acquisition intangibles.

 

Operating expenses for the nine months ended September 30, 2017 were impacted by the TransFirst acquisition. Operating expenses increased $862.5 million for the nine months ended September 30, 2017 due to the acquisition of TransFirst.

 

The Company’s cost of services were $898.5 million and $2.6 billion for the three and nine months ended September 30, 2017, which were increases of 6.9% and 21.8%, respectively, compared to the same periods last year. The increase in cost of services for the three months ended September 30, 2017 is due to increases in employment, severance, technology and facilities, interchange and assessments and other costs to support revenue growth. The increase in cost of services for the nine months ended September 30, 2017 is primarily the result  of the acquisition of TransFirst. The Company’s selling, general and administrative expenses were $149.4 million and $456.3 million for the three and nine months ended September 30, 2017, respectively, a decrease of 1.2% and an increase of 6.5%, respectively, compared to the same periods last year. The decrease in selling, general, and administrative costs for the three months ended September 30, 2017 is the result of decreases in acquisition expenses and amortization of acquisition intangibles. The increase in selling, general, and administrative costs for the nine months ended September 30, 2017, was due primarily to the acquisition of TransFirst.

 

31


 

The Company’s transaction and integration expenses related to the acquisition of TransFirst in April 2016 were $1.1 million and $10.1 million for the three and nine months ended September 30, 2017, respectively, and $1.8 million and $25.9 million for the three and nine months ended September 30, 2016, respectively. These expenses consist of costs related to the completion of the acquisition such as legal, accounting and professional fees, share-based compensation, as well as, personnel costs for severance and retention.

 

Operating Income

 

Operating income increased 28.6% and 26.5%, respectively, for the three and nine months ended September 30, 2017, compared to the same periods in 2016. The Company’s operating profit margins for the three and nine months ended September 30, 2017, respectively, were 16.0% and 15.3% compared to 13.5% and 14.6% for the same periods last year. TSYS’ operating margin increased for the three and nine months ended September 30, 2017, as compared to the same periods in 2016, due primarily to decreases in acquisition related expenses and amortization of acquisition intangibles.

 

Nonoperating Income (Expense)

 

Nonoperating income (expense) consists of interest income, interest expense and gains and losses on currency transactions. Net nonoperating expense increased for the three and nine months ended September 30, 2017, as compared to the same periods in 2016. The decrease in net nonoperating expense for the three months ended September 30, 2017 was due primarily to decreased interest expense. The increase in net nonoperating expense for the nine months ended September 30, 2017 was mainly due to increased interest expense associated with the financing of the acquisition of TransFirst.

 

The following table provides a summary of nonoperating expenses, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

 

September 30, 

 

September 30, 

 

(in thousands)

    

2017

    

2016

    

Percent
Change

    

 

2017

    

2016

    

Percent
Change

 

 

Interest expense1

 

$

(29,107)

 

(31,037)

 

6.2

%  

 

$

(89,338)

 

(85,012)

 

(5.1)

 

Interest income

 

 

606

 

403

 

50.5

 

 

 

1,527

 

1,312

 

16.3

 

 

Currency translation gains (losses),net

 

 

(427)

 

194

 

     nm

 

 

 

(1,250)

 

1,664

 

nm

 

 

Other

 

 

93

 

72

 

29.0

 

 

 

281

 

(189)

 

nm

 

 

Total

 

$

(28,835)

 

(30,368)

 

5.0

 

 

$

(88,780)

 

(82,225)

 

(8.0)

 

 

nm = not meaningful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

Interest expense includes interest on Senior Notes of $25.5 million and $76.5 million for the three and nine months ended September 30, 2017 and $25.6 million and $62.3 million for the same periods in 2016.

 

Interest expense for the three and nine months ended September 30, 2017, respectively, decreased $1.9 million and increased $4.3 million compared the same periods in 2016. The decrease in interest expense for the three months ended September 30, 2017 was primarily the result of decreasing amounts of outstanding debt due to debt repayments. The increase in interest expense for the nine months ended September 30, 2017 compared to 2016 was due primarily to the debt financing of the acquisition of TransFirst in April 2016.

 

Occasionally, the Company will provide financing to its subsidiaries in the form of an intercompany loan, which is required to be repaid in U.S. dollars. For its subsidiaries whose functional currency is other than the U.S. Dollar, the translated balance of the financing (liability) is adjusted upward or downward to match the U.S. Dollar obligation (receivable) on the Company’s financial statements. The upward or downward adjustment is recorded as a gain or loss on foreign currency translation.

 

The Company records foreign currency translation adjustments on foreign-denominated balance sheet accounts. The Company maintains several cash accounts denominated in foreign currencies. As the Company translates the foreign-denominated cash balances into U.S. dollars, the translated cash balance is adjusted upward or downward depending upon the foreign currency exchange movements. The upward or downward adjustment is recorded as a gain or loss on foreign currency translation in the Company’s statements of income.

 

32


 

The balance of the Company’s foreign-denominated cash accounts subject to risk of translation gains or losses as of September 30, 2017, was approximately $15.3 million, the majority of which is denominated in U.S. Dollars and Euros. The net asset account balance subject to foreign currency exchange rates between the local currencies and the U.S. dollar as of September 30, 2017 was $32.4 million.

 

Income Taxes

 

For a detailed discussion regarding income taxes, refer to Notes 1 and 6 in the Notes to Consolidated Financial Statements and “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC.  See also Note 6 in the Notes to Unaudited Consolidated Financial Statements for additional information on income taxes.

 

Below is a summary of income tax expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

 

 

September 30, 

 

September 30, 

 

 

(in thousands)

    

2017

    

2016

    

Percent
Change

    

 

2017

    

2016

    

Percent
Change

 

 

    

Income tax expense

 

$

54,628

 

44,247

 

23.5

%

 

$

153,917

 

127,966

 

20.3

 

 

Effective income tax rate

 

 

32.0

%  

35.4

%

 

 

 

 

32.7

%  

35.5

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The primary differences in the 2017 effective income tax rates compared to the 2016 effective income tax rates reflect changes from the favorable discrete items related to the adoption of new accounting guidance regarding the treatment of excess tax benefits from share-based compensation.

 

In the normal course of business, TSYS is subject to examinations from various tax authorities. These examinations may alter the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions.

 

TSYS continually monitors and evaluates the potential impact of current events and circumstances on the estimates and assumptions used in the analysis of its income tax positions, and accordingly, TSYS’ effective tax rate may fluctuate in the future.

 

No provision for U.S. federal and state income taxes has been made in the Company’s consolidated financial statements for those non-U.S. subsidiaries whose earnings are considered to be permanently reinvested. The amount of undistributed earnings considered to be “reinvested” which may be subject to tax upon distribution was approximately $96.9 million as of September 30, 2017. A distribution of these non-U.S. earnings in the form of dividends, or otherwise, would subject the Company to both U.S. federal and state income taxes, as adjusted for non-U.S. tax credits, and withholding taxes payable to the various non-U.S. countries. Determination of the amount of any unrecognized deferred income tax liability on these undistributed earnings is not practicable.

 

Equity in Income of Equity Investments

 

Below is a summary of TSYS' share of income from its interest in equity investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30, 

 

September 30, 

 

(in thousands)

    

2017

    

2016

    

Percent Change

    

 

2017

    

2016

    

Percent Change

 

    

Equity in income of equity investments, net of tax

 

$

8,497

 

6,729

 

26.3

%  

 

$

30,919

 

18,953

 

63.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The increases in equity income for the three and nine months ended September 30, 2017, compared to the same periods in 2016, are primarily the result of organic growth associated with the operations of China UnionPay Data Co., LTD (CUP Data) from core processing and value-added products and services in 2017, as well as an under-accrual of 2016 results.

 

33


 

Net Income

 

The following table provides a summary of net income and EPS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

 

September 30, 

 

September 30, 

 

(in thousands, except per share data)

    

2017

    

2016

    

Percent change

    

 

2017

    

2016

    

Percent Change

 

 

Net income

 

$

124,726

 

87,441

 

42.6

%  

 

$

348,345

 

251,597

 

38.5

%

 

Net income attributable to noncontrolling interests

 

 

(1,631)

 

(2,089)

 

21.9

 

 

 

(4,368)

 

(5,909)

 

26.1

 

 

Net income attributable to TSYS common shareholders

 

$

123,095

 

85,352

 

44.2

 

 

$

343,977

 

245,688

 

40.0

 

 

Basic EPS attributable to TSYS common shareholders1

 

$

0.67

 

0.46

 

43.9

 

 

$

1.87

 

1.34

 

39.6

 

 

Diluted EPS attributable to TSYS common shareholders1

 

$

0.66

 

0.46

 

43.3

 

 

$

1.85

 

1.33

 

39.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

Under GAAP, entities that have participating securities must compute basic EPS using the two-class method and compute diluted EPS using the more dilutive approach of either the two-class method or the treasury stock method. Refer to Note 10 in the Unaudited Consolidated Financial Statements for more information on EPS .

 

Non-GAAP Measures

 

Management evaluates the Company's operating performance based upon operating margin on a net revenue basis, adjusted EBITDA, adjusted earnings, adjusted diluted EPS and free cash flow which are all non-generally accepted accounting principles (non-GAAP) measures. TSYS also uses these non-GAAP financial measures to evaluate and assess TSYS' financial performance against budget.

 

Although non-GAAP financial measures are often used to measure TSYS’ operating results and assess its financial performance, they are not necessarily comparable to similarly titled measures of other companies due to potential inconsistencies in the method of calculation.

 

TSYS believes that its provision of non-GAAP financial measures provides investors with important key financial performance indicators that are utilized by management to assess TSYS’ operating results, evaluate the business and make operational decisions on a prospective, going-forward basis. Hence, management provides disclosure of non-GAAP financial measures to give shareholders and potential investors an opportunity to see TSYS as viewed by management, to assess TSYS with some of the same tools that management utilizes internally and to be able to compare such information with prior periods. TSYS believes that inclusion of non-GAAP financial measures provides investors with additional information to help them better understand its financial statements just as management utilizes these non-GAAP financial measures to understand the business, manage budgets and allocate resources.The following tables provide a reconciliation of GAAP to the Company’s non-GAAP financial measures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Revenue and Operating Margin on a Net Revenue Basis

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

September 30, 

 

September 30, 

 

(in thousands)

    

2017

    

2016

    

 

2017

    

2016

 

 

Operating income (a) (GAAP)

 

$

199,692

 

155,327

 

 

560,123

 

442,835

 

 

Total revenues (b) (GAAP)

 

$

1,247,576

 

1,146,888

 

 

3,654,676

 

3,037,853

 

 

Less: reimbursable items, interchange and assessments expenses

 

 

394,817

 

357,300

 

 

1,124,957

 

781,684

 

 

Net revenue (c) (non-GAAP)

 

$

852,759

 

789,588

 

 

2,529,719

 

2,256,169

 

 

Operating margin (as reported) (a)/(b) (GAAP)

 

 

16.0

%  

13.5

%  

 

15.3

%  

14.6

%

 

Operating margin on a net revenue basis (a)/(c) (non-GAAP)

 

 

23.4

%  

19.7

%  

 

22.1

%  

19.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34


 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

 

(in thousands)

    

2017

    

2016

    

2017

    

2016

 

Net income (GAAP)

 

$

124,726

 

87,441

 

348,345

 

251,597

 

Adjust for:

 

 

 

 

 

 

 

 

 

 

Less: Equity in income of equity investments, net of tax

 

 

(8,497)

 

(6,729)

 

(30,919)

 

(18,953)

 

Add: Income taxes

 

 

54,628

 

44,247

 

153,917

 

127,966

 

Add: Interest expense, net

 

 

28,501

 

30,634

 

87,811

 

83,700

 

Add: Depreciation and amortization

 

 

100,284

 

98,916

 

303,821

 

271,468

 

Less: (Gain)/loss on foreign currency translations

 

 

427

 

(194)

 

1,250

 

(1,664)

 

Less: Other nonoperating (income) expense

 

 

(93)

 

(72)

 

(281)

 

189

 

Add: Share-based compensation

 

 

8,407

 

13,069

 

28,462

 

33,792

 

Add: TransFirst M&A and integration expenses1

 

 

1,052

 

1,830

 

10,086

 

25,908

 

Add: Litigation claims, judgments or settlements2

 

 

26

 

 -

 

1,904

 

 -

 

Adjusted EBITDA (non-GAAP)

 

$

309,461

 

269,142

 

904,396

 

774,003

 

 

 

 

 

 

 

 

 

 

 

 

1

Costs associated with the TransFirst acquisition and integration which are included in selling, general and administrative expenses.

2

Litigation settlement or settlement discussions and related expenses.

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Earnings and Adjusted Diluted Earnings Per Share

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30, 

 

September 30, 

 

(in thousands, except per share data)

    

2017

    

2016

    

2017

    

2016

 

Net income attributable to TSYS common shareholders (GAAP)

 

$

123,095

 

85,352

 

343,977

 

245,688

 

Adjust for amounts attributable to TSYS common shareholders:

 

 

 

 

 

 

 

 

 

 

Add: Acquisition intangible amortization

 

 

50,704

 

53,065

 

156,489

 

133,920

 

Add: Share-based compensation

 

 

8,404

 

13,059

 

28,455

 

33,766

 

Add: TransFirst M&A and integration expenses1

 

 

1,052

 

1,830

 

10,025

 

35,689

 

Add: Litigation claims, judgments or settlements2

 

 

26

 

 -

 

1,904

 

 -

 

Less: Tax impact of adjustments3

 

 

(20,614)

 

(22,633)

 

(67,702)

 

(62,264)

 

Adjusted earnings (non-GAAP)

 

$

162,667

 

130,673

 

473,148

 

386,799

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS - Net income attributable to TSYS common shareholders:

 

 

 

 

 

 

 

 

 

 

As reported (GAAP)

 

$

0.66

 

0.46

 

1.85

 

1.33

 

Adjusted diluted EPS (non-GAAP)

 

$

0.88

 

0.71

 

2.55

 

2.10

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average diluted shares

 

 

185,809

 

184,640

 

185,472

 

184,429

 

 

 

 

 

 

 

 

 

 

 

 

1

Costs associated with the TransFirst acquisition and integration which are included in selling, general and administative expenses and nonoperating expenses.

2

Litigation claims, judgments, settlements or settlement discussions and related legal expenses.

3

Certain of these merger and acquisition costs are nondeductible for income tax purposes. Income tax impact includes a discrete item as a result of the acquisition.

35


 

 

 

 

 

 

 

Free Cash Flow

 

 

Nine months ended

 

 

September 30, 

(in thousands)

    

2017

    

2016

Net cash provided by operating activities (GAAP)

 

$

652,025

 

551,080

Capital expenditures

 

 

(109,359)

 

(107,335)

Free cash flow (non-GAAP)

 

$

542,666

 

443,745

 

 

 

 

 

 

 

Financial Position, Liquidity and Capital Resources

 

Cash Flows

 

The Consolidated Statements of Cash Flows detail the Company’s cash flows from operating, investing and financing activities. TSYS’ primary method of funding its operations and growth has been cash generated from current operations. TSYS has occasionally used borrowed funds to supplement financing of capital expenditures and acquisitions. 

 

Cash Flows From Operating Activities

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

September 30, 

 

(in thousands)

    

2017

    

2016

 

Net income

 

$

348,345

 

251,597

 

Depreciation and amortization

 

 

303,821

 

271,468

 

Provisions for cardholder losses

 

 

39,036

 

37,289

 

Share-based compensation

 

 

28,462

 

33,792

 

Provisions for bad debt expenses and billing adjustments

 

 

7,835

 

4,817

 

Charges for transaction processing provisions

 

 

5,719

 

3,355

 

Amortization of debt issuance costs

 

 

3,247

 

12,499

 

Deferred income tax (benefit) expense

 

 

(46,435)

 

4,110

 

Equity in income of equity investments

 

 

(30,919)

 

(18,953)

 

Other noncash items and charges, net

 

 

23,763

 

5,474

 

Net change in current and other assets and current and other liabilities

 

 

(30,849)

 

(54,368)

 

Net cash provided by operating activities

 

$

652,025

 

551,080

 

 

 

 

 

 

 

 

 

TSYS’ main source of funds is derived from operating activities, specifically net income. The change in depreciation and amortization is mainly the result of the acquisition of TransFirst. The change in Other noncash items and charges, net is primarily due to the adoption of new guidance related to excess tax benefits from share-based payment arrangements. Net change in current and other assets and current and other liabilities includes accounts receivable, prepaid expenses, other current assets and other assets, accounts payable, accrued salaries and employee benefits, other current liabilities and other liabilities. The change in accounts receivable as of September 30, 2017, as compared to September 30, 2016, is the result of timing of collections. The change in accounts payable and other liabilities for the same period is the result of the timing of payments of vendor invoices. The change in accrued salaries and employee benefits is due primarily to changes in incentive bonuses and benefits paid in the first nine months ended September 30, 2017 compared to the same period in 2016.

 

36


 

Cash Flows From Investing Activities

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

September 30, 

(in thousands)

    

2017

    

2016

Purchases of property and equipment, net

 

$

(42,572)

 

(32,134)

Additions to contract acquisition costs

 

 

(21,662)

 

(38,384)

Additions to internally developed computer software

 

 

(22,011)

 

(25,705)

Additions to licensed computer software from vendors

 

 

(23,114)

 

(11,112)

Cash used in acquisitions, net of cash acquired

 

 

 -

 

(2,345,493)

Other investing activities

 

 

(1,436)

 

(4,430)

Net cash used in investing activities

 

$

(110,795)

 

(2,457,258)

 

 

 

 

 

 

 

The primary uses of cash for investing activities in 2017 were for purchases of property and equipment, additions to contract acquisition costs, internal development of computer software and the purchase of licensed computer software. The primary uses of cash for investing activities in 2016 were the acquisition of TransFirst, additions to contract acquisition costs, purchases of property and equipment, internal development of computer software and the purchase of licensed computer software.

 

Contract Acquisition Costs

 

TSYS makes cash payments for processing rights, third-party development costs and other direct salary-related costs in connection with converting new clients to the Company’s processing systems. The Company’s investments in contract acquisition costs were $21.7 million, including $6.1 million of client incentives, for the nine months ended September 30, 2017, compared to $38.4 million for the nine months ended September 30, 2016.

 

Cash Flows From Financing Activities

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

September 30, 

 

(in thousands)

    

2017

    

2016

 

Principal payments on long-term borrowings, capital lease obligations and license agreements

 

$

(415,788)

 

(618,598)

 

Purchase of noncontrolling interest

 

 

(70,000)

 

(5,878)

 

Dividends paid on common stock

 

 

(55,151)

 

(55,000)

 

Subsidiary dividends paid to noncontrolling shareholders

 

 

(5,216)

 

(4,163)

 

Repurchase of common stock under plans and tax withholding

 

 

(27,895)

 

(5,396)

 

Debt issuance costs

 

 

 -

 

(26,563)

 

Excess tax benefit from share-based payment arrangements

 

 

 -

 

8,951

 

Proceeds from borrowings of long-term debt

 

 

 -

 

2,666,295

 

Proceeds from exercise of stock options

 

 

15,499

 

9,980

 

Net cash (used in) provided by financing activities

 

$

(558,551)

 

1,969,628

 

 

 

 

 

 

 

 

 

The main uses of cash for financing activities in 2017 were principal payments on long-term borrowings, capital lease obligations and license agreements, the purchase of an additional ten percent interest in Central Payment Co., LLC (CPAY) and the payment of dividends. The main source of cash provided by financing activities in 2017 is the proceeds from exercises of stock options. The main source of cash provided by financing activities in 2016 were proceeds from borrowings of long term debt. The main uses of cash for financing activities in 2016 were principal payments on long-term borrowings, and capital lease obligations, payment of dividends, and debt issuance costs.

 

37


 

Borrowings

 

In 2016, the Company entered into a Credit Agreement (the “2016 Credit Agreement”) which provides the Company with a $700 million five-year term loan facility (the “Term Loan Facility”) consisting of (i) a $300 million term loan (the “Refinancing Term Loan”) funded upon entry into the 2016 Credit Agreement and (ii) a $400 million term loan (the “Delayed Draw Term Loan”). The 2016 Credit Agreement also provides the Company with a $800 million unsecured revolving credit facility (the “Revolving Loan Facility”). During the nine months ended September 30, 2017, the Company repaid $330 million on the Term Loan Facility. The balance as of September 30, 2017 was $368 million net of discount and debt issuance costs on the Term Loan Facility. As of September 30, 2017, there was no outstanding balance on the Revolving Loan Facility.

 

Refer to Note 4 in the Notes to Unaudited Consolidated Financial Statements for more information on borrowings.

 

Dividends

 

Dividends on common stock of $55.2 million and $55.0 million were paid during the nine months ended September 30, 2017 and 2016, respectively.

 

On July 24, 2017, TSYS’ Board of Directors approved a 30% increase in the regular quarterly dividend payable on TSYS common stock from $0.10 per share to $0.13 per share, payable on October 2, 2017 to shareholders of record as of the close of business on September 21, 2017.

 

Stock Repurchase

 

For a detailed discussion regarding the Company’s stock repurchase plan, see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC.

 

The Company repurchased 400,000 shares for approximately $27.6 million under the plan at an average share price of $69.09 during the nine months ended September 30, 2017. The Company did not purchase any shares under the plan during the nine months ended September 30, 2016. The Company has 14.0 million shares available to be purchased under the plan.

 

Foreign Operations

 

TSYS operates internationally and is subject to adverse movements in foreign currency exchange rates. In June 2016, the United Kingdom (U.K.) held a referendum in which voters approved an exit from the European Union (E.U.), commonly referred to as “Brexit.” As a result, global markets were adversely impacted, including currencies, and resulted in a decline in the value of the British pound, as compared to the U.S. dollar and other currencies. The announcement of Brexit and the withdrawal of the U.K. from the E.U. may also create global economic uncertainty, and have unknown social and geopolitical impact, which may adversely affect our business, results of operations and financial condition. TSYS has not entered into foreign exchange forward contracts to reduce its exposure to foreign currency rate changes. TSYS continues to analyze potential hedging instruments to safeguard it from significant foreign currency translation risks.

 

TSYS maintains operating cash accounts outside the United States. Refer to Note 3 in the Notes to Unaudited Consolidated Financial Statements for more information on cash and cash equivalents. TSYS has adopted the permanent reinvestment exception under GAAP with respect to future earnings of certain foreign subsidiaries. While some of the foreign cash is available to repay intercompany financing arrangements, remaining amounts are not presently available to fund domestic operations and obligations without paying a significant amount of taxes upon its repatriation. Demand on the Company’s cash has increased as a result of its strategic initiatives. TSYS funds these initiatives through a balance of internally generated cash, external sources of capital, and, when advantageous, access to foreign cash in a tax efficient manner. Where local regulations limit an efficient intercompany transfer of amounts held outside of the U.S., TSYS will continue to utilize these funds for local liquidity needs. Under current law, balances available to be repatriated to the U.S. would be subject to U.S. federal income taxes, less applicable foreign tax credits. TSYS has provided for the

38


 

U.S. federal tax liability on these amounts for financial statement purposes, except for foreign earnings that are considered permanently reinvested outside of the U.S. TSYS utilizes a variety of tax planning and financing strategies with the objective of having its worldwide cash available in the locations where it is needed.

 

Impact of Inflation

 

Although the impact of inflation on its operations cannot be precisely determined, the Company believes that by controlling its operating expenses, and by taking advantage of more efficient computer hardware and software, it can minimize the impact of inflation.

 

Working Capital

 

TSYS may seek additional external sources of capital in the future. The form of any such financing will vary depending upon prevailing market and other conditions and may include short-term or long-term borrowings from financial institutions or the issuance of additional equity and/or debt securities such as industrial revenue bonds. However, there can be no assurance that funds will be available on terms acceptable to TSYS. Management expects that TSYS will continue to be able to fund a significant portion of its capital expenditure needs through internally generated cash in the future, as evidenced by TSYS’ current ratio of 1.0:1. As of September 30, 2017, TSYS had working capital of $27.2 million compared to $602.3 million as of December 31, 2016. The change in working capital was the result of $550 million of Senior Notes due June 1, 2018 being classified as short term in June 2017.

 

Legal Proceedings

 

Refer to Note 15 of the Company’s audited financial statements for the year ended December 31, 2016, which are included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC, for a discussion regarding commitments and contingencies including legal proceedings. Also, for more information regarding the Company’s legal proceedings, refer to Note 9 in the Notes to Unaudited Consolidated Financial Statements.

 

Forward-Looking Statements

 

Certain statements contained in this filing which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act (the Act). These forward-looking statements include, among others: (i) TSYS’ expectation with respect to the effect of recent accounting pronouncements; (ii) TSYS’ expectation with respect to the impact of the CFPB’s new rule pertaining to prepaid  financial products on its financial results for 2017; (iii) TSYS’ expectation that it will be able to fund a significant portion of its capital expenditure needs through internally generated cash in the future; (iv) TSYS’ belief with respect to lawsuits, claims and other complaints; (v) TSYS’ expectation with respect to certain tax matters, and the assumptions underlying such statements. In addition, certain statements in future filings by TSYS with the Securities and Exchange Commission, in press releases, and in oral and written statements made by or with the approval of TSYS which are not statements of historical fact constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenue, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans and objectives of TSYS or its management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “estimates,” “projects,” “plans,” “may,” “could,” “should,” “would,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.

 

These statements are based upon the current beliefs and expectations of TSYS’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements. A number of important factors could cause actual results to differ materially

39


 

from those contemplated by the Company’s forward-looking statements. Many of these factors are beyond TSYS’ ability to control or predict. These factors include, but are not limited to:

 

·

the material breach of security of any of TSYS’ systems;

·

TSYS incurs expenses associated with the signing of a significant client;

·

organic growth rates for TSYS’ existing clients are lower than anticipated whether as a result of unemployment rates, card delinquencies and charge off rates or otherwise or attrition rates of existing clients are higher than anticipated;

·

conversions and deconverions of client portfolios may not occur as scheduled;

·

risks associated with foreign operations, including adverse developments with respect to foreign currency exchange rates, and in particular with respect to the current environment, adverse developments with respect to foreign currency  exchange rates as a result of the United Kingdom’s decision to leave the European Union (Brexit);

·

adverse developments with respect to entering into contracts with new clients and retaining current clients;

·

consolidation in the financial services and other industries, including the merger of TSYS clients with entities that are not TSYS processing clients, the sale of portfolios by TSYS clients to entities that are not TSYS processing clients and financial institutions which are TSYS clients otherwise ceasing to exist;

·

the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act on TSYS and its clients;

·

adverse developments with respect to the payment card industry in general, including a decline in the use of cards as a payment mechanism;

·

the impact of potential and completed acquisitions, particularly the completed TransFirst acquisition, including the costs associated therewith, their being more difficult to integrate than anticipated, and the inability to achieve the anticipated growth opportunities and other benefits of the acquisitions;

·

the costs and effects of litigation, investigations or similar matters or adverse facts and developments relating thereto;

·

the impact of the application of and/or changes in accounting principles;

·

TSYS’ inability to timely, successfully and cost-effectively improve and implement processing systems to provide new products, increased functionality and increased efficiencies;

·

TSYS’ reliance on financial institution sponsors;

·

changes occur in laws, rules, regulations, credit card association rules, prepaid industry rules, or other industry standards affecting TSYS and its clients that may result in costly new compliance burdens on TSYS and its clients and lead to a decrease in the volume and/or number of transactions processed or limit the types and amounts of fees that can be charged to customers, and in particular the CFPB’s new rule regarding prepaid financial products;

·

the success of Netspend’s business expansion strategies to offset the loss of revenue from the CFPB’s new rule regarding prepaid financial products which will depend on, among other things, the rate of adoption of Netspend’s new products both by consumers and its distribution partners, the rate of utilization of the various product features by cardholders and market and regulatory dynamics, and, in addition, the costs of compliance associated with the new rule;

·

successfully managing the potential both for patent protection and patent liability in the context of rapidly developing legal framework for expansive patent protection;

40


 

·

the effect of current domestic and worldwide economic and geopolitical conditions;

·

the impact on TSYS’ business, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts;

·

other risk factors described in the “Risk Factors” and other sections of TSYS’ Annual Report on Form

10-K for the fiscal year ended December 31, 2016 and other filings with the Securities and Exchange Commission; and

·

TSYS’ ability to manage the foregoing and other risks.

 

These forward-looking statements speak only as of the date on which they are made and TSYS disclaims any obligation to update any forward-looking statement as a result of new information, future developments or otherwise except as required by law.

 

Subsequent Events

 

Management performed an evaluation of the Company’s activity as of the date these consolidated financial statements were issued and has concluded that there are no significant subsequent events requiring disclosure.

41


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Foreign Exchange Risk

 

The Company is exposed to foreign exchange risk because it has assets, liabilities, revenues and expenses denominated in foreign currencies other than the U.S. dollar. These currencies are translated into U.S. dollars at current exchange rates, except for revenues, costs and expenses and net income, which are translated at the average exchange rate for each reporting period. Net exchange gains or losses resulting from the translation of assets and liabilities of foreign operations, net of tax, are accumulated in a separate section of shareholders’ equity entitled “accumulated other comprehensive loss, net.”

 

Currently, the Company does not use financial instruments to hedge exposure to exchange rate changes.

 

The following table presents the carrying value of the net assets of TSYS’ foreign operations in U.S. dollars as of September 30, 2017:

 

 

 

 

 

(in thousands)

    

As of September 30,  2017

 

Europe

$

185,318

 

China

 

117,180

 

Cyprus

 

41,024

 

Other

 

15,204

 

 

 

 

 

 

The Company provides financing to its international operations through intercompany loans that require the operation to repay the financing in amounts denominated in currencies other than the local currency. The functional currency of the operation is the respective local currency. As it translates the foreign currency denominated financial statements into U.S. dollars, the translated balance of the financing (liability) is adjusted upward or downward to match the obligation (receivable) on its financial statements. The upward or downward adjustment is recorded as a gain or loss on foreign currency translation.

 

TSYS records foreign currency translation adjustments associated with other balance sheet accounts. The Company maintains several cash accounts denominated in foreign currencies, primarily in U.S. dollars and Euros. As TSYS translates the foreign-denominated cash balances into U.S. dollars, the translated cash balance is adjusted upward or downward depending upon the foreign currency exchange movements. The upward or downward adjustment is recorded as a gain or loss on foreign currency translation in the statements of income.

 

TSYS recorded net translation losses of approximately $427,000 and $1.3 million respectively, for the three and nine months ended September 30, 2017 relating to the translation of cash and other balance sheet accounts.  The balance of the Company’s foreign-denominated cash accounts subject to risk of translation gains or losses as of September 30, 2017, was approximately $15.3 million, the majority of which was denominated in U.S. dollars and Euros.

 

The net asset account balance subject to foreign currency exchange rates between the local currencies and the U.S. dollar as of September 30, 2017, was $32.4 million. The following table presents the potential effect on income before income taxes of hypothetical shifts in the foreign currency exchange rate between the local currencies and the U.S. dollar of plus-or-minus 100 basis points, 500 basis points and 1,000 basis points based on the net asset account balance of $32.4 million as of September 30, 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of basis point change

 

 

 

Increase in basis point of

 

Decrease in basis point of

 

(in thousands)

    

100

    

500

    

1,000

    

100

    

500

    

1,000

 

Effect on income before income taxes

 

$

324

 

1,621

 

3,241

 

(324)

 

(1,621)

 

(3,241)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

42


 

Interest Rate Risk

 

TSYS is also exposed to interest rate risk associated with the investing of available cash and the use of debt. TSYS invests available cash in conservative short-term instruments and is subject to changes in interest rates.

 

The Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC, contains a discussion of interest rate risk and the Company’s debt obligations that are sensitive to changes in interest rates.

 

Item 4. Controls and Procedures.

 

We have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report as required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This evaluation was carried out under the supervision and with the participation of the Company’s management, including its chief executive officer and chief financial officer. Based on this evaluation, the chief executive officer and chief financial officer concluded that as of September 30, 2017, TSYS’ disclosure controls and procedures were designed and operating effectively to ensure that the information required to be disclosed by TSYS in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and were also designed and operating effectively to ensure that the information required to be disclosed in the reports that TSYS files or submits under the Exchange Act is accumulated and communicated to management, as appropriate to allow timely decisions regarding required disclosure.

 

No change in TSYS’ internal control over financial reporting occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

For information regarding TSYS’ legal proceedings, refer to Note 9 of the Notes to Unaudited Consolidated Financial Statements which is incorporated by reference into this item.

 

Item 1A. Risk Factors.

 

In addition to the other information set forth in this report, one should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which could materially affect the Company’s financial position, results of operations or cash flows. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s financial position, results of operations or cash flows.

 

There have been no material changes in the Company's risk factors from those disclosed in the Company's 2016 Annual Report on Form 10-K.

 

 

43


 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except per share data)

    

Total Number of Shares Purchased

   

Average Price
Paid per Share

    

Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs

2

Maximum
Number of
Shares That May
Yet Be Purchased
Under the Plans
of Programs

2

July 2017

 

0

1

$

61.53

1

5,650

 

14,350

 

August 2017

 

100

 

 

68.66

 

5,750

 

14,250

 

September 2017

 

303

1

 

69.20

1

6,050

 

13,950

 

Total

 

404

3

$

69.06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

Denotes a total of 223 shares in July and 3,336 shares in September withheld for payment of taxes.

2

In January 2015, TSYS’ Board of Directors approved a stock repurchase plan to repurchase up to 20 million shares of TSYS stock.   The shares may be purchased from time to time at prices considered appropriate.  There is no expiration  date for the plan.

3

Total number of shares purchased amounts do not total due to rounding.

 

Item 6. Exhibits.

 

a) Exhibits

 

 

 

 

Exhibit
Number

    

Description

10.1

 

Letter Agreement regarding separation, dated September 21, 2017, between Total System Services, Inc. and Pamela A. Joseph

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS

 

XBRL Instance Document

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

44


 

TOTAL SYSTEM SERVICES, INC.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

TOTAL SYSTEM SERVICES, INC.

 

 

Date: November 7, 2017

by:

/s/ M. Troy Woods

 

 

M. Troy Woods

 

 

Chairman, President and Chief Executive Officer

 

 

 

Date: November 7, 2017

by:

/s/ Paul M. Todd

 

 

Paul M. Todd

 

 

Senior Executive Vice President and

 

 

Chief Financial Officer

 

 

45